To,
The Members of
M/s. Frontline Financial Services Limited
Your directors have pleasure in presenting the Boards Report of
your Company together with the Audited Statement of Accounts and the Auditors Report
of your company for the financial year ended, March 31,2023.
FINANCIAL HIGHLIGHTS
(Amount in Rupees)
| Particulars |
Standalone |
|
|
Year ended |
Year ended |
|
March 31, |
March 31, |
|
2023 |
2022 |
|
(INR) |
(INR) |
| Total Revenue |
2,27,77,468 |
22,63,124 |
| Total Expenses |
2,19,44,082 |
(21,59,251) |
| Total Profit/(loss) before exceptional and extraordinary |
8,33,387 |
1,03,873 |
| items |
|
|
| Exceptional Items |
0 |
0 |
| Net Profit/(loss) Before Tax |
8,33,387 |
1,03,873 |
| Tax Expense |
(6,59,220) |
(30,980) |
| Net Profit/(loss) After Tax |
5,03,777 |
88,383 |
FINANCIAL PERFORMANCE AND STATE OF AFFAIRS
During the year under review, the Company has made a profit of Rs.
5,03,777 (Rupees Five Lakhs Three Thousand Seven Hundred and Seventy-Seven) as compared to
a profit of Rs. 88,383 (Rupees Eighty-Eight Thousand Three Hundred and Eighty-Three) in
financial year 2021-22. Operations of the Company had been severely impacted by the
outbreak of the novel corona virus (COVID-19) which has been declared as a pandemic by the
World
Health Organization (WHO), however the Company is now at recovery mode
and in under process to elevate earnings & turnover.
DIVIDEND
Keeping in view the future prospects and plans of the Company, the
Board has decided to conserve the fund of the Company and thereby do not recommend any
divided for current financial year.
TRANSFER TO RESERVES
No amount has been transferred to General Reserve during the year under
review.
SHARE CAPITAL
There were no changes to the authorized share capital during the year.
The issued capital as of March 31, 2023 was Rs. 5,90,11,000.
MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments affecting the financial position of
the Company occurred between the ends of the financial year to which this financial
statement relate on the date of this report.
INFORMATION ON SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANY
Company does not have any Subsidiary, Joint venture or Associate
Company.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
The provisions of Section125 (2) of the Companies Act, 2013 do not
apply as there was no dividend declared and paid last year.
FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS
The Company follows a well-structured induction programme for
orientation and training of Directors at the time of their joining to provide them with an
opportunity to familiarise themselves with the Company, its management, its operations and
the industry in which the Company operates. At the time of appointing a director, a formal
letter of appointment is given to him/her, which inter-alia explains the role, function,
duties and responsibilities expected of him/her as a Director of the Company. The Director
is also explained in detail the Compliance required from him/her under the Companies Act,
2013, the Listing Regulations and other relevant regulations and affirmation taken with
respect to the same.
MEETINGS OF THE BOARD OF DIRECTORS
During the year under review 6 board meetings were held. The
intervening gap between meetings was within the period as prescribed under the Companies
Act, 2013 (‘Act) and the Listing Regulations.
| Sr. No. |
Date of Meeting |
Board Strength |
No. of Directors Present |
| 1. |
30/05/2022 |
5 |
5 |
| 2. |
01/08/2022 |
5 |
5 |
| 3. |
10/08/2022 |
5 |
5 |
| 4. |
18/11/2022 |
5 |
5 |
| 5. |
27/01/2023 |
5 |
5 |
| 6. |
31/03/2023 |
5 |
5 |
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013 the Board of
Directors of the Company confirms that-
(a) In the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation relating to material
departures;
(b) The directors had 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 and loss of the company for that period;
(c) The directors 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) The directors had prepared the annual accounts on a going concern
basis; and
(e) The directors, in the case of a listed company, had laid down
internal financial controls to be followed by the company and that such internal financial
controls are adequate and were operating effectively.
(f) The directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
EXTRACT OF ANNUAL RETURN
The copy of Annual Return is available on the website of the company as
per section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management
and Administration) Rules, 2014, and the link of the website is https://frontlinefsl.com/
AUDITORS AND REPORT THEREON
M/s. J S Shah & Co., Chartered Accountants, are the statutory
auditor of the company for the year under review. There are no qualifications or adverse
remarks in the Auditors Report which require any clarification/ explanation. The
Notes on financial statements are self-explanatory, and needs no further explanation.
Further the Auditors Report for the financial year ended, March 31, 2023 is annexed
herewith for your kind perusal and information.
LOANS, GUARANTEES AND INVESTMENTS
There were loans and investments made by the Company, however there was
no guarantee was given under Section 186 of the Companies Act, 2013 during the year under
review.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the
financial year were on an arms length basis and were in the ordinary course of
business. There are no materially significant related party transactions made by the
Company with Promoters, Directors, Key Managerial Personnel or other designated persons
which may have a potential conflict with the interest of the same.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
OUTGO: (A) Conservation of energy and Technology absorption
The particulars as required under the provisions of Section 134(3) (m)
of the Companies Act, 2013 in respect of conservation of energy and technology absorption
have not been furnished considering the nature of activities undertaken by the company
during the year under review.
(B) Foreign exchange earnings and Outgo
There were no foreign exchange earnings and outgo during the year under
review.
RISK MANAGEMENT
The Company does not have any Risk Management Policy as the element of
risk threatening the Companys existence is very minimal.
DIRECTORS and KMP
Following is the composition of Board of Directors of the Company as on
March 31, 2023:
| Sr. No |
Name of Director/KMP |
Designation |
DIN/ PAN |
| 1 |
Mr. Sandeep Chhaganlal Mathur |
Managing Director |
08173027 |
| 2 |
Mr. Viki Jayeshkumar Shah |
Non- Executive Director |
07823247 |
| 3 |
Ms. Sejal Kaushikkumar Shah |
Independent Woman Director |
07489588 |
| 4 |
Mr. Pradeep Babulal Shah |
Executive Director |
05349427 |
| 5 |
Mr. Raghvendradhari Nandkishor Sharma |
Independent Director |
09209360 |
| >6 |
Mr. Sandeep Chhaganlal Mathur |
Chief Finance Officer |
AEKPM1066J |
| 7 |
Ms. Kunjan Mistry |
Company Secretary |
CONPM0146Q |
DEPOSITS
The company has not accepted any deposits during the year.
CORPORATE SOCIAL RESPONSIBILITY
The company does not meet the criteria of Section 135 of Companies Act,
2013 read with the Companies (Corporate Social Responsibility Policy)
Rules, 2014 so there is no requirement to constitute Corporate Social
Responsibility Committee.
RATIO OF REMUNERATION TO EACH DIRECTOR
The information required pursuant to Section 197 read with Rule 5 of
The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and
Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company
and Directors is furnished in the auditor report of the company as attached herewith.
PERFORMANCE EVALUATION OF THE BOARD, COMMITTEES AND INDIVIDUAL
DIRECTORS
Pursuant to the provisions of the Companies Act, 2013, the Board has
carried out an annual performance evaluation of its own performance, the directors
individually as well as the evaluation of the working of its Audit, Nomination &
Remuneration and Compliance Committees.
A 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, Board
culture, execution and performance of specific duties, obligations and governance.
INDEPENDENT DIRECTORS AND DECLARATION
The Board of Directors of the Company hereby confirms that all the
Independent Directors duly appointed by the Company have given the declaration and they
meet the criteria of independence as provided under section 149(6) of the Companies Act,
2013.
NOMINATION AND REMUNERATION COMMITTEE
As per the section 178(1) of the Companies Act, 2013 the Companys
Nomination and Remuneration Committee comprises of three Directors. The table sets out the
composition of the Committee:
| Sr. No |
Name of Director |
Position held in Committee |
Director information |
| 1 |
Sejal Shah |
Chairman |
Non-Executive Independent Director |
| 2 |
Viki Shah |
Member |
Non-Executive Professional Director |
| 3 |
Reghvendradhari Sharma |
Member |
Independent Director |
Terms of Reference
The Terms of Reference of the Nomination and Remuneration Committee are
as under:
1. To identify persons who are qualified to become Directors and who
may be appointed in senior management in accordance with the criteria laid down, recommend
to the Board their appointment and removal and shall carry out evaluation of every
Directors performance.
2. To formulate the criteria for determining qualifications, positive
attributes and independence of a director and recommend to the Board a policy, relating to
the remuneration for the Directors, Key Managerial Personnel and other employees.
3. The Nomination and Remuneration Committee shall, while formulating
the policy ensure that: the level and composition of remuneration is reasonable and
sufficient to attract, retain and motivate Directors of the quality required to run the
Company successfully; relationship of remuneration to performance is clear and meets
appropriate performance benchmarks; and
remuneration to Directors, Key Managerial Personnel and senior
management involves a balance between fixed and incentive pay reflecting short and
long-term performance objectives appropriate to the working of the company and its goals.
4. Regularly review the Human Resource function of the Company.
5. Discharge such other function(s) or exercise such power(s) as may be
delegated to the Committee by the Board from time to time.
6. Make reports to the Board as appropriate.
7. Review and reassess the adequacy of this charter periodically and
recommend any proposed changes to the Board for approval from time to time.
8. Any other work and policy, related and incidental to the objectives
of the committee as per provisions of the Act and rules made there under.
REMUNERATION POLICY
Remuneration to Executive Directors:
The remuneration paid to Executive Directors is recommended by the
Nomination and Remuneration Committee and approved by Board in Board meeting, subject to
the subsequent approval of the shareholders at the General Meeting and such other
authorities, as may be required. The remuneration is decided after considering various
factors such as qualification, experience, performance, responsibilities shouldered,
industry standards as well as financial position of the Company.
Remuneration to Non-Executive Directors:
The Non-Executive Directors are paid remuneration by way of Sitting
Fees and Commission. The Non-Executive Directors are paid sitting fees for each meeting of
the Board and Committee of Directors attended by them.
AUDIT COMMITTEE
According to Section 177 of the Companies Act, 2013 the companys
Audit Committee comprised of three directors. The board has accepted the recommendations
of the Audit Committee. The table sets out the composition of the Committee:
| Sr. No |
Name of Director |
Position held in Committee |
Director information |
| 1 |
Viki Shah |
Chairman |
Non-Executive Professional Director |
| 2 |
Sejal Shah |
Member |
Non-Executive Independent Director |
| 3 |
Raghvendradhari Sharma |
Member |
Independent Director |
SECRETARIAL AUDIT REPORT
Clarification to the qualifications or adverse remarks in the
Secretarial Audit Report as mentioned below.
1. The Company is in process to identify eligible candidate for the
post of Internal Auditor & shall appoint one at the earliest.
2. The Company has received the in principal approval for revocation of
suspension of trading and the trading will be started soon.
3. The Company takes due note of the same & shall ensure requisite
compliances be carried out.
4. The Company takes due note of the same & shall ensure requisite
compliances be carried out.
COST AUDIT
Cost Audit is not applicable to the Company.
VIGIL MECHANISM
As per Section 177(9) and (10) of the Companies Act, 2013, and as per
the Clause 49 of the Listing Agreement, the company has established Vigil Mechanism for
directors and employees to report genuine concerns and made provisions for direct access
to the chairperson of the Audit Committee. Company has formulated the present policy for
establishing the vigil mechanism/ Whistle Blower Policy to safeguard the interest of its
stakeholders, Directors and employees, to freely communicate and address to the Company
their genuine concerns in relation to any illegal or unethical practice being carried out
in the Company. The details of the Vigil Committee are annexed herewith for your kind
perusal and information.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSEL) ACT, 2013:
The Company has in place an Anti-Sexual Harassment Policy in line with
the requirements of The Sexual Harassment of Women at the Workplace (Prevention,
Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set
up to redress complaints received regarding sexual harassment. All employees (Permanent,
contractual, temporary, trainees) are covered under this policy.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The company has established adequate internal financial control systems
to ensure reliable financial reporting and compliance with laws and regulations.
ACKNOWLEDGEMENT
Your directors wish to express their grateful appreciation to the
continued co-operation received from the Banks, Government Authorities, Customers, Vendors
and Shareholders during the year under review. Your directors also wish to place on record
their deep sense of appreciation for the committed service of the Executives, staff and
Workers of the Company.
| Registered Office: |
For and on behalf of Board, |
| Office No. 803, Eighth Floor Wallstreet II, |
Frontline Financial Services
Limited |
| Ellisbridge, Ahmedabad- 380006, Gujarat |
|
|
| Mail: compliance@frontlinefsl.com |
|
|
| Website:www.frontlinefsl.com |
|
|
|
Sd/- |
Sd/- |
|
Viki Shah |
Sandeep Mathur |
|
Director |
Managing Director |
|
DIN: 07823247 |
DIN: 08173027 |
| Place: Ahmedabad |
|
|
| Date: 04-09-2023 |
|
|
+91-9892691696
