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Frontier Capital Ltd.

BSE: 508980 Sector: Financials
NSE: N.A. ISIN Code: INE977E01013
BSE 05:30 | 01 Jan Frontier Capital Ltd
NSE 05:30 | 01 Jan Frontier Capital Ltd

Frontier Capital Ltd. (FRONTIERCAPITAL) - Director Report

Company director report

To

The Members

Frontier Capital Limited

Your Directors have pleasure in presenting the Thirty Fourth Annual Report of theCompany and the Audited Statements of Accounts for the Financial Year (FY) ended 31stMarch 2018.

1. Financial Results:

Amount in Rs.)
Particulars 31st March 2018 31st March 2017
Income 247945 9354412
Less: Expenses 8823810 12793429
Profit / (Loss) before Provisions and contingencies -8575865 -3439017
Less: Provisions and contingencies 75965428 12633836
Profit / (Loss) before tax -84541293 -16072853
Less: Tax expenses - -
(Including deferred tax and tax for earlier years) 3597389 -3652883
Profit / (loss) After Taxation -88138682 -12419970
Less: Proposed Dividend - -
Less: Corporate Dividend Tax - -
Less: Transfer to Statutory Reserve - -
Add: Balance Brought Forward from Last Year 21566014 34157614
Balance Carried Forward to Balance Sheet -66572668 21566014

2. Operations

During the period under review the Company has earned a total revenue of Rs. 247945as against Rs. 9354412 in the previous year.

Due to provision of Rs. 75965428 against NPAs and Doubtful Debts the loss beforethe tax was Rs. 84541293 as against the loss of Rs. 16072853 in previous year. Theloss after tax was Rs. 88138682 as against the loss of Rs. 12419970 in previousyear.

3. Dividend

In view of losses incurred by the Company your Directors do not recommend any dividendfor the year under review.

4. Transfer to Reserves

The Company did not transfer any amount to reserves in view of the losses incurred bythe Company during the year under review.

5. Share Capital

The Company has not issued any shares in the year 2017-18. Hence as on 31st March2018 the paid up share capital of the company is Rs. 142621630 divided into 262163Equity shares of Rs. 10/- each and 140000 non-convertible redeemable preference sharesof Rs. 1000/- each.

6. Number of Board Meetings

During the year under review 4 Board Meetings were convened and held.

Details of the Meetings held during the financial year are as follows:

Name of the Director Director Identificatio n Number Category No. of Board Meetings attended during the year Attendance at the last AGM
Mr. Nitin Chamaria 03030771 Non - Executive Director 3 Yes
Mrs. Usha Iyengar 03447551 Non - Executive Women Director 4 Yes
Mr. H.N. Choudhary 06641774 Whole Time Director (14/08/2017) 4 Yes
Mr. Ashok Katra Date of Appointment - 15/03/2017 07799527 Non - Executive Independent Director 4 Yes

7. Extract of the Annual Return

As amended by Companies (Amendment Bill) 2017 web link for the MGT-9 is given below http://www.flflindia.com/investor/maininvestor rel.html

8. Particulars of Contracts or Arrangements with Related Parties

All Contracts/ Arrangements/ transactions entered by the Company during the FinancialYear with related parties were on arm’s length basis in ordinary course of businessand were in the compliance with the applicable provisions of the Act and the ListingAgreement. There are no significant related party transactions made by the Company withPromoters Directors Key Managerial personnel or other designated persons as definedunder Section 188 of the Companies Act 2013. Accordingly there are no materialtransactions that are required to be reported in Form AOC 2 and as such do not form partof the report.

9. Particulars of loans Guarantees or Investments under Section 186

Being a Non-Banking Finance Company the provision of Section 186 of Companies Act2013 are not applicable to the Company.

10. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company has appointed CS ManishBaldeva Proprietor M/s M Baldeva Associates Company Secretaries to undertake theSecretarial Audit of the company. The Report of the Secretarial Audit is annexed herewithas Annexure - I.

11. Deposits:

Your company has not accepted any Deposits during the financial year under reviewfalling under provisions of Section 73 and 76 of the Companies Act 2013 read withCompanies (Acceptance of Deposits) Rules 2014.

12. Risk Management:

The Company has constituted a Risk Management Committee (RMC) which has been entrustedwith responsibility to assist the Board in overseeing the Company’s Risk Managementprocess and controls.

13. Declaration by Independent Director:

The Independent Directors has given declaration as required under the provisions ofsection 149(7) of the Companies Act 2013 that they meets the criteria of independence aslaid down under Section 149(6) of the Companies Act 2013 and Regulations 16 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

14. Appointment of Auditors:

Pursuant to the provision of Section 139(2) of the Act and the Rules framed thereunderM/s A.C Bhuteria Chartered Accountants Kolkata (having FRN: 303105E) were appointed asthe

Statutory Auditors of the Company for a period of 5 years to hold office from theconclusion of the 31st Annual General Meeting held on 25th September 2015 till theconclusion of the 36th Annual General Meeting to be held for the year ending 31st March2020 subject to ratification of their appointment at every AGM.

15. Remarks or qualifications by Statutory Auditors and Secretarial Auditors:

There are no negative remarks or qualification from Statutory Auditors. In respect tothe Secretarial Auditors’ remarks in their report the Company would like to state asunder:

1. Delay in filing of some forms with the ROC was by oversight;

2. The Company was in search of suitable candidates for the post of CFO andIndependent Director.

3. The Constitution of Audit Committee was not proper due to non-availability ofsuitable candidate to be appointed as an Independent Director of the Company.

4. Inadvertently some information or details as required under SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 was not filed / delayed. Thoughthis does not affect 'defacto' compliance as the script ha not traded throughout the lastyear.

5. As company does not have any Foreign Direct investment half yearly Returns onForeign Direct Investment was not filed with the Reserve Bank of India.

16. Internal Audit

Pursuant to provision of section 138 of the Companies Act 2013 & Rule 13 ofCompanies (Accounts) Rules 2014 management is in search for the right candidature toappoint as an int4rnal auditor for Financial Year 2017-18.

17. Material changes and commitment if any affecting the financial position of thecompany occurred between the end of the financial year to which this financial statementsrelate and the date of the report

No material changes and commitments affecting the financial position of the Companyoccurred between the ends of the financial year to which this financial statement relateon the date of this report.

18. Formal Annual Evaluation:

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of its Audit and Nomination & RemunerationCommittees.

19. Significant / material orders passed by the regulators or court or tribunalsimpacting the going concern status and company's operations in future:

During the period under review no significant or material order was passed by anyregulatory authority or court or tribunals which may have bearing on going concern statusor on operations of the company in future.

20. Internal Control Systems And Their Adequacy

The Company has an internal control system commensurate with the size scale andcomplexity of its operations. The Company monitors and evaluates the efficacy and adequacyof internal control system in place its compliance with operating systems accountingprocedures and policies.

21. Corporate Social Responsibility Report (CSR):

As per Section 135 of the Companies Act 2013 every Company having net worth of Rs. 500Crore or more or turnover of Rs. 1000 Crore or more or a net profit of Rs. 5 Crore ormore during any financial year is required to constitute a CSR Committee. As your Companydoes not fall under any of above limits the Corporate Social responsibility (CSR) is notapplicable to Company.

22. Audit Committee:

i. The Audit Committee functions accordingly to its charter defines its compositionauthority responsibility and reporting functions in accordance with the Act listingrequirements and the regulations applicable to the Company and is reviewed from time totime. As on 31st March 2017 the Audit Committee comprised of 3 Directors viz. Mr. AshokKatra Mr. Nitin Chamaria and H.N. Choudhary. All of them are financially literate andhave relevant finance and / or audit exposure.

ii. During the period under review 4 Audit Committee meetings were held on May 29th14th August 14th November and 14th February.

iii. Each Board Meeting which considers financial results is preceded by meeting ofAudit Committee Members along with Auditors.

Composition of the Audit Committee and attendance at its meetings are as follows:

Composition Meetings Attended
Mr. Nitin Chamaria 3
Mr. H.N. Choudhary 4
Mr. Ashok Katra 4

23. Vigil Mechanism:

The Company has adopted a Whistle Blower Mechanism Policy establishing vigil mechanismto provide a formal mechanism to the Directors and employees to report their concernsabout unethical behavior actual or suspected fraud or violation of the company’scode of conduct or ethics policy. The policy provides for adequate safeguard againstvictimization of employees who avail the mechanism. No employee or directors of theCompany has been denied access to the Audit Committee.

24. Prevention of Sexual harassment

The company has zero tolerance for sexual harassment at work place and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of the Sexual harassment of women at workplace (preventionprohibition ad Redressal) Act 2013 and the rules thereunder for prevention and redressalof complaints of sexual harassment at workplace. The Company is committed to provide equalopportunities to their race caste sex religion color nationality disability etc.All women associates (permanent temporary contractual and trainees) as well as womenvisiting the company’s office premises or women service providers are covered underthis policy. All are treated with dignity with a view to maintain a work environment freeof sexual harassment whether physical verbal or psychological.

During Fiscal Year 2018 the Company has not received any complaint on sexualharassment.

25. Directors:

A) A During the year the following Directors/ KMPs were appointed:

Sr. No. Name of the Director DIN / PAN Designation Date of Appointment
1 Mr. H.N Choudhary 6641774 Whole Time Director 14th August 2017

B) During the year Mr. Nitin Chamaria resigned on 12th March 2018.

26. Compliance:

The Company is registered with RBI as an Asset Financing Non Deposit Accepting NBFC.The Company has complied with and continues to comply with the applicable Regulations andDirections of the RBI and it does not carry on any activities other than thosespecifically permitted by the RBI.

27. Directors' Responsibility Statement:

Pursuant to the requirement under Section 134 (5) of the Companies Act 2013 theDirectors based on the representation received from the Operating management confirmthat:

(i) in the preparation of the annual accounts for the financial year ended 31st March2018 the applicable accounting standards had been followed along with proper explanationrelating to material departures;

(ii) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2018 of the Company forthat period;

(iii) the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;

(iv) the directors had prepared the annual accounts on a going concern basis;

(v) the directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were opening effectively; and

(vi) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

28. Corporate Governance Report:

With the introduction of the Companies Act 2013 and the issue of SEBI circular no.CIR/CFD/POLICY CELL/2/2014 dated April 17 2014 the provisions of amended Clause 49 ofthe Listing Agreement and Regulation 15 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 related to the corporate governance would not beapplicable to the Companies having paid up equity share capital not exceeding Rs.10 croreand Net Worth not exceeding Rs. 25 crore as on the last day of the previous financialyear. Though these provisions are not applicable to the Company as a measure of goodgovernance the Company complies with most of the requirements specified under Clause 49and Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

A summary of the Corporate Governance measures adopted by the Company is given below:-

I. The Board of Directors along with its Committees provides leadership and guidance tothe Company’s management and directs supervises the activities of the Company.

II. The size of the Board is commensurate with the size and business of the Company. Ason 31st March 2018 the Board comprises of Mr. Nitin Chamaria and Mrs. Usha Iyengar Mr.H N Choudhary as Directors and Mr. Ashok Katra as an Independent Director of the Company.

III. The Board has constituted Committees with specific terms of reference to focus onspecific issues and ensure expedient resolution of diverse matters. These include theAudit Committee Nomination & Remuneration Committee.

IV. As on 31st March 2018 the Audit Committee comprised of 3 Directors viz. Mr. NitinChamaria Mr. Ashok Katra and Mr. H.N. Choudhary and Nomination and Remuneration Committeecomprised of 4 Directors viz. Mr. Nitin Chamaria Mrs. Usha Iyengar Mr. Ashok Katra andMr. H.N. Choudhary.

V. The Company Directors (including the Independent Directors) and its employees haveadopted the Code of Conduct and the same will be posted on the Company’s website.

VI. The Company has adopted a Whistle - Blower Policy which provides a formal mechanismfor all employees of the Company to make protected disclosures to the management aboutunethical behavior actual or suspected fraud or violation of the Company’s Code ofConduct. No employee of the Company has been denied access to the Audit Committee.

VII. The Company’s website iswww.flflindia.com.

29. Accounts and Accounting Standards

The Company adheres to the Accounting Standards as prescribed under section 133 of theCompanies Act 2013 and Rule 7 of the Companies (Accounts) Rules 2014 in the preparationof its financial statements and also to the guidelines prescribed by the RBI.

30. Conservation of energy technology absorption foreign exchange earnings and outgo:

Considering the nature of business activities of the Company your Directors havenothing to report with respect to conservation of energy and technology absorption.

During the year under review the Company had NIL foreign exchange earnings (PreviousYear: NIL) and outgo (Previous Year: NIL).

31. Particulars of Employees

The necessary details / disclosures of Ratio of Remuneration to each directors to themedian employee’s remuneration and other details pursuant to the section 197(12) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isannexed herewith as Annexure II.

32. Subsidiaries Joint Ventures Or Associate Companies

The Company has no subsidiaries Joint Venture or associate company during the periodunder 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.

33. Disclosures

The Company has made adequate disclosures regarding related party transactionscontingent liabilities and significant accounting policy in the Notes to Accounts as anintegral part of the Balance Sheet and Statement of Profit & Loss.

34. Stock Exchanges - Compliance of Listing Agreements/ SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015

The Company’s shares are listed at the BSE Ltd. and the Company has paid thelisting fees to the Stock Exchange. Further the Company has demat connectivity with boththe Depositories NSDL and CDSL and paid Annual Fees to both the Depositories.

35. Green Initiative

Section 136 of the Companies Act 2013 and the Rules made there under allow the Companyto send its financial statements by electronic mode to such members whose shareholding isin dematerialized format and whose email addresses are registered with Depository forcommunication purposes. As a responsible corporate citizen the Company proposes to effectelectronic delivery of the Annual Report of the Company in lieu of the paper form to theMembers who have registered their email IDs with the Depositories. However as a matter ofpractice a physical copy of the Annual Report has also been sent to the members at theiraddress registered with the Company and the Depository Participants.

A copy of this Annual Report along with the Annual Report of each of the Company for FY201718 will be placed on the website of the Company.

36. Company's Policy Relating To Directors Appointment And Remuneration

There has been no change in the policy on Directors’ appointment and remunerationincluding criteria for determining qualification positive attributes and remuneration ofKey Managerial Personnel and other employees. The same is attached herewith and marked asAnnexure III.

37. Acknowledgement

The Directors would like to place on record their gratitude for the valuable guidanceand support received from the Reserve Bank of India Securities and Exchange Board ofIndia Bombay Stock Exchange Limited and other Government and Regulatory Authorities andconvey their appreciation to all the stakeholders customers bankers lenders vendorsand all business associated for their valuable and continuous support and encouragementtowards the conduct of the efficient operations of the company.

For and on behalf of the Board of Directors
Sd/- Sd/-
Hemendranath Rajendranath Usha Iyengar
Choudhary
Place: Mumbai Mnaging Director Director
Date: 31th August 2018 DIN:6641774 DIN:03447551