To

The Members

Frontline Corporation Limited

Your Directors have pleasure in presenting their 33^rd AnnualReport along with Audited Accounts for the year ended on March 31 2022.

RESERVES AND SURPLUS :

The Company has transferred the whole of the Profit of Rs. 143.85 Lacsto Retained Earnings. Further Other Comprehensive Income of Rs. (1.11) Lacs has beentransferred to the Retained Earnings.

DTVTDEND :

In order to conserve resources your Directors do not recommend anydividend for the year.

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

STATE OF AFFATRS

Revenue from operations has increased from Rs. 5860.43 Lacs to Rs.7174.72 Lacs which is approximately increase of 22.43%. The financial charges havedeclined from Rs. 42.20 Lacs to Rs. 28.15 Lacs which is approximately a decline of 33.3%.

CHANGE IN NATURE OF COMPANY BUSINESS:

The Company is engaged in the business of transportation wind energytrading of automotive parts

Petroleum distribution and renting of immovable properties. During theyear under review the Company has added the following objects to its Memorandum ofAssociation:

To carry on the business of manufacturing buying selling re-sellingsub- -contracting exchanging hiring altering importing exporting improvingassembling distributing servicing repairing and dealing in any manner whatsoever in alltype of goods on retail as well as on wholesale basis in India or elsewhere includingcommodity trading of all types including gold silver aluminum copper platinumprecious metals Jewellery precious stones and articles made of gold silver or otherprecious metals.

Other than this there is no change in nature of Company Business.

DETAILS OF DIRECTORS / KEY MANAGERIAL PERSONNEL APPOINTED / RESIGNED:APPOINTMENTS:

Mrs. Komal Mihir Shah was appointed as Chief Financial Officer witheffect from 10^th June 2021.

The Board of Directors of the Company at its meeting held on June 292021 appointed Mr. Dipen Ashit Dalal as an Additional Director of the Company in thecapacity of Independent Director. Further in the annual general meeting of the Companyheld on 25^th September 2021 Mr. Dipen Ashit Dalal was appointed as anIndependent Director for a term of 5 years upto 28^th June 2026.

Other than the above there was no appointment of Director or KeyManagerial Personnel.

REAPPOINTMENTS:

Mr. Saurabh Jhunjhunwala Director of the Company (holding DirectorIdentification Number 00060432) liable to retire by rotation in terms of section 152(6)of the companies Act 2013 and being eligible offers himself for Re-appointment.

Mr. Ram Prasad Agarwala Director of the Company (holding DirectorIdentification 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:

However during the financial year there was change in Chief FinancialOfficer. Mr. Roshanlal Saklani ceased to be Chief Financial Officer with effect from 1^stMay 2021 due to demise.

Further Mr. Rajesh Vasantlal Tripathi has ceased to be independentdirector with effect from 28^th June 2021.

Other than above no Directors / Key Managerial Personnel were appointedor have resigned during the year under the review.

DETAILS OF SUBSIDIARY COMPANIES / JOINT VENTURES / ASSOCIATE COMPANIES:

During the year under review there was no Subsidiary Company / JointVentures / Associate Companies were there.

DEPOSIT:

The Company has not invited any deposit other than the exempted depositas prescribed under the provision of the Companies Act 2013 and the rules framed thereunder as amended from time to time. Hence there are no particulars to report about thedeposit 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. 53.13 Lacs is outstanding as on 31^stMarch 2022 from the Directors of the Company

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS ORCOURTS OR TRIBUNALS:

During the year under review there were no significant and materialorders passed by any Regulators or

Court or Tribunals which may have impact on the going concern status.No order has been passed by any

Regulators or Court or Tribunals which may have impact on the Company'soperation in future.

However during the year under review the Honourable Court of Aliporehas compounded the offence and passed necessary order under

Section 372A of the Companies Act 1956 Section 142 read with Section138 of the Companies Act 1956 Section 142 read with Section 125 of the Companies Act1956 Section 142 of the Companies Act 1956

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

Further the following are the dues pending on account of dispute

Income Tax as below:

The Company has filed a Civil Suit (CS) no.217 of 2013 in HonourableCalcutta High Court against Punjab & Sind Bank in regard to Specific Performance ofAgreement related to 8 Old Court House Street Kolkata - 700 01 property which Punjab& Sind Bank the Bank intended to sale. Matter stayed by the High Court and The Bankpreferred to file an appeal at the Honourable Supreme Court against the order ofHonourable Calcutta High Court.

Further Tata Consultancy Services Limited has filed a suit against theCompany in relation to the Security deposit against rent of property at GandhinagarGujarat. The matter is under settlement with Tata Consultancy Services Limited.

The Company has filed an appeal with Honourable High Court of Gujaratagainst the order passed by 2^nd Additional Senior Civil Judge Bharuch inSpecial Civil Suit No. 36 of 2010. The Order passed by 2^nd Additional SeniorCivil Judge Bharuch in Special Civil Suit No. 36 of 2010 was in favor of New IndiaAssurance Co. Limited. The amount involved in appeal is Rs. 13285384/-.

The Company has filed an appeal with Honourable High Court of Gujaratagainst the order passed by 2^nd Additional Senior Civil Judge Bharuch inSpecial Civil Suit No. 28 of 2010. The Order passed by 2^nd Additional SeniorCivil Judge Bharuch in Special Civil Suit No. 28 of 2010 was in favor of New IndiaAssurance Co. Limited. The amount involved in appeal is Rs. 8002430/-.

Other legal cases in the opinion of the Board are not of materialnature.

INTERNAL FINANCIAL CONTROLS:

The Company has adequate internal financial controls commensurate withthe size and nature of its business to support the preparation of the financialstatements.

INSURANCE:

The properties of the Company stand adequately insured against risks offire strike riot earthquake explosion and malicious damage.

DIRECTOR'S RESPONSIBILITY STATEMENT:

As required under the provisions of Section 134 of the Act yourDirectors report that:

(a) In the preparation of the annual accounts the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures.

(b) The Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the PROFIT of the Company for that period.

(c) The Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.

(d) The Directors have prepared the annual accounts on a going concernbasis.

(e) The Directors have laid down internal financial controls asrequired by Explanation to Section 134(5)

(e) of the Act to be followed by the Company and such internalfinancial controls are adequate and are operating effectively.

(f) The Directors have devised proper systems to ensure compliance withthe provisions of applicable laws and such systems are adequate and operating effectively.

PARTICULARS OF EMPLOYEES:

There was no employee drawing remuneration requiring disclosure underthe Rule 5 (2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.

COST AUDIT:

The Company is not required to conduct Cost audit during the year. TheCompany is not required to file Cost audit report during the year under review.

LISTING:

The Equity Shares of the Company are listed on BSE Limited and TheCalcutta Stock Exchange. The Company is regular in payment of listing fees. The Companyhas paid the listing fees for the year 2022 - 2023.

AUDITORS AND AUDITORS REPORT:

M/s. S M PANSURIYA & CO. Chartered Accountants Ahmedabad wereappointed as Statutory Auditors at the conclusion of the annual general meeting for theyear 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 grantingconsent to act as Statutory Auditors of the Company and also confirming their eligibilityto act Statutory Auditors of the Company.

Pursuant to the notification of Ministry of Corporate Affairsratification is not required.

The auditors observations and its reply are as under :

Further attention to note 2.2 to the standalone Ind AS financialstatements which describes the uncertainty caused by Novel Corona virus (COVID-19)pandemic with respect the carrying amount of receivables unbilled revenues and tangibleassets. Our opinion is not modified in respect of this matter.

Reply: Impact of Novel Corona virus is beyond the control of theCompany. It is due to the external factor over which the company has no control.

FRAUD REPORTING:

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 EXCHANGEEARNINGS AND OUTGO:

The details in respect of the conservation of energy technologyabsorption and foreign exchange earnings and outgo are more detailed in the Annexure I tothe Directors Report.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the yearunder report were on an arm's length basis and in the ordinary course of business.There are no materially significant related party transactions made by the Company duringthe year. Related Party Transactions Policy is available on the website of the Company atwww.frontlinecorporation.org. The details of transactions with the related party isprovided in . No advance is / was paid for entering into related party transactions.

The prices paid to the related party transactions are based on theruling market rate at the relevant point of time. The requisite details in form AOC - 2 isattached herewith as Annexure - II which forms part of the Directors Report.

Extract of the Annual Return

Pursuant to provision of Section 92 and 134 and other applicableprovision of the Companies Act 2013 and of Rule 12 (1) of Companies (Management andAdministration) Rules 2014 the extract of the annual return in form MGT 9 for theFinancial Year ended on 31st March 2021 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 forthe Financial Year ended 31st March 2022 given by M/s. Jalan Alkesh & AssociatesPractising Company Secretary is annexed as Annexure III to this Report.

The Qualifications made by the Secretarial Auditor and its reply is asunder:

A) The Company has not filed the form for charge satisfaction of Jammuand Kashmir Bank Limited.

Board Reply: With respect to the charge satisfaction of Jammu andKashmir Bank the same will be done by the Company at the earliest.

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 2015is attached herewith and forms part of the Directors Report. The details of theremuneration policy of the Company as required in terms of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 is provided in Annexure IV to the Report.

The details in respect of Disclosure under Section 197(12) and Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are provided in Annexure V of the Report.

CORPORATE GOVERNANCE:

Pursuant to SEBI ( Listing Obligations and Disclosure Requirements )Regulations 2015 Management Discussion & Analysis Corporate Governance Report andAuditor's Certificate regarding compliance to conditions of corporate governance aremade part of this Annual Report. The Management Discussion and Analysis which is attachedherewith and forms part of the report and which is attached as Annexure VI and theCorporate Governance Report which is attached herewith and forms part of the report andwhich is attached as Annexure VII.

PARTICULARS OF LOANS / GUARANTEES / INVESTMENT:

The details of the investments and loans including security deposit ifany is mentioned in note no. 12 and 16 of the Balance Sheet. The loans are provided forbusiness 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 theFinancial Statements.

The Company has provided its Security and also provided its CorporateGuarantee for the loan availed by M/s. Fairdeal Supplies Limited for Rs. 318 Crores. TheSecurity / Corporate Guarantee was provided under the erstwhile Companies Act 1956 whichis continuing till date.

CODE FOR PREVENTION OF INSIDER TRADING PRACTICES

Pursuant to Securities and Exchange Board of India (SEBI) hasintroduced SEBI (Prohibition of Insider Trading) Regulations 2015 a new Code of Conductwas adopted by the Company with effect from 1^st April 2020. The Company hasalso adopted a policy and procedure for enquiry in case of leak of sensitive andunpublished price information. The Company has instituted a comprehensive code of conductin compliance with the SEBI regulations on prevention of insider trading. The code laysdown guidelines which advise on procedures to be followed and disclosures to be madewhile dealing in shares of the Company and cautions on the consequences ofnon-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 Riskmanagement process is designed to safeguard the organisation from various risks throughadequate and timely actions. It is designed to anticipate evaluate and mitigate risks inorder to minimize its impact on the business. The potential risks are inventoried andintegrated with the management process such that they receive the necessary considerationduring decision making. It is dealt with in greater details in the management discussionand analysis section. The Risk Management Policy is also available on the Company'swebsite at www.frontlinecorporation.org

DECLARATION BY INDEPENDENT DIRECTORS:

The following Directors are independent in terms of Section 149(6) ofthe 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 allthe above Directors confirming their independence.

NUMBER OF BOARD MEETINGS

During the year the Board of Directors met 11 (Eleven) times. The datesof the Board meetings are as under:

For Committee Meetings please refer the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY:

The Company is not covered under the criteria of the provision ofSection 135 of the Companies Act 2013 read with the Companies (Corporate SocialResponsibility Policy) Rules 2014 and therefore it is not mandatory for the Company tohave 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 therequirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. Internal Complaint Committee are set up at shop floor level toredress complaints received regularly and are monitored by women line supervisors whodirectly report to the Chairman. All employees (permanent contractual temporarytrainees) are covered under the policy. There was no compliant received from any employeeduring the financial year 2021-22 and hence no complaint is outstanding as on 31.03.2022for redressal.

The Company has constituted an internal complaint committee pursuant toSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

SECRETARIAL STANDARDS:

The Company has complied with the mandatory Secretarial Standardsissued pursuant to Section 110 of the Companies Act 2013.

ANNUAL PERFORMANCE EVALUATION:

In compliance with the provisions of the Act and SEBI ( ListingObligations and Disclosure Requirements ) Regulations 2015 the performance evaluation wascarried out as under:

BOARD:

In accordance with the criteria suggested by The Nomination andRemuneration Committee the Board of Directors evaluated the performance of the Boardhaving regard to various criteria such as Board composition Board processes Boarddynamics etc. The Independent Directors at their separate meetings also evaluated theperformance of the Board as a whole based on various criteria. The Board and theIndependent Directors were of the unanimous view that performance of the Board ofDirectors as a whole was satisfactory.

COMMITTEES OF THE BOARD:

The performance of the Audit Committee the Nomination and RemunerationCommittee and the Stakeholders Relationship Committee was evaluated by the Board havingregard to various criteria such as committee composition committee processes committeedynamics etc. The Board was of the unanimous view that all the committees were performingtheir functions satisfactorily and according to the mandate prescribed by the Board underthe regulatory requirements including the provisions of the Act the Rules framedthereunder and SEBI ( Listing Obligations and Disclosure Requirements ) Regulations 2015.

INDIVIDUAL DIRECTORS:

(a) Independent Directors: In accordance with the criteria suggested byThe Nomination and Remuneration Committee the performance of each independent directorwas evaluated by the entire Board of Directors (excluding the director being evaluated) onvarious parameters like engagement leadership analysis decision making communicationgovernance and interest of stakeholders. The Board was of the unanimous view that eachindependent director was a reputed professional and brought his/her rich experience to thedeliberations of the Board. The Board also appreciated the contribution made by all theindependent directors in guiding the management in achieving higher growth and concludedthat continuance of each independent director on the Board will be in the interest of theCompany.

(b) Non-Independent Directors: The performance of each of thenon-independent directors (including the chair person) was evaluated by the IndependentDirectors at their separate meeting. Further their performance was also evaluated by theBoard of Directors. The various criteria considered for the purpose of evaluation includedleadership engagement transparency analysis decision making functional knowledgegovernance and interest of stakeholders. The Independent Directors and the Board were ofthe unanimous view that each of the non-independent directors was providing good businessand people leadership

MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments if any affecting thefinancial position of the Company subsequent to the date of the Balance sheet and up tothe date of the report.

POLICIES:

The various Policies required to be adopted by the Company pursuant toprovision of the Companies Act 2013 and SEBI ( Listing Obligations and DisclosureRequirements ) 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 ofthe Directors of the Company are disqualified is attached herewith as Annexure VII of theReport.

Details of application made or any proceeding pending under theInsolvency and Bankruptcy Code 2016 (31 of 2016) during the year along with their status:

No Application made or any proceeding pending under the Insolvency andBankruptcy Code 2016 (31 of 2016) during the year.

Details of difference between of amount of valuation done at the timeof one time settlement and the valuation done while taking loan

Not Applicable.

OTHERS:

a) No issue of Equity Shares or Securities with Differential VotingRights.

b) No issue of Equity Shares or Securities with Employees Stock OptionScheme.

c) No Voluntary revision of financial statements or Board Report wasmade during the year.

d) No amount or Shares were required to be transferred to InvestorEducation and Protection Fund.

APPRECIATION:

Your Directors acknowledge the continued support and cooperationreceived from the Central Government Shareholders Banks and other Lenders suppliers andDealers.

The Board also wishes to record its sincere appreciation of the totalcommitment dedication and hard work put in by every member of Frontline Group.