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Frontline Financial Services Ltd.

BSE: 531685 Sector: Financials
NSE: N.A. ISIN Code: INE776R01011
BSE 05:30 | 01 Jan Frontline Financial Services Ltd
NSE 05:30 | 01 Jan Frontline Financial Services Ltd

Frontline Financial Services Ltd. (FRONTLINEFIN) - Director Report

Company director report

To

The Members of

M/s. Frontline Financial Services Limited

Your Directors have pleasure in presenting the Board's Report of your Company togetherwith the Audited Statement of Accounts and the Auditors' Report of your company for thefinancial year ended March 312021.

FINANCIAL HIGHLIGHTS

(Amount in Rupees)

Particulars

Standalone

Year ended March 31 2021 Year ended March 31 2020
(INR) (INR)
Total Revenue 68489 1647390
Total Expenses (32861) (1613741)
Total Profit/(loss) before exceptional and extraordinary items 35628 33649
Exceptional Items 0 0
Net Profit/(loss) Before Tax 35628 33649
Tax Expense (24940) (23120)
Net Profit/(loss) After Tax 24940 22089

FINANCIAL PERFORMANCE AND STATE OF AFFAIRS

During the year under review the Company has made a profit of Rs. 24940 (RupeesTwenty Four Thousand Nine Forty) as compared to a profit of Rs. 22089 in financial year2019-20. Operations of the Company have been severely impacted by the outbreak of thenovel corona virus (COVID-19) which has been declared as a pandemic by the World HealthOrganization (WHO).

DIVIDEND

Keeping in view the future prospects and plans of the Company the Board has decided toconserve the fund of the Company and thereby do not recommend any divided for currentfinancial year.

TRANSFER TO RESERVES

No amount has been transferred to General Reserve during the year under review.

MATERIAL CHANGES AND COMMITMENTS

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.

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 wasno dividend declared and paid last year.

MEETINGS OF THE BOARD OF DIRECTORS

During the year under review 4 board meetings were held. The intervening gap betweenmeetings was within the period as prescribed under the Companies Act 2013 (‘Act')and the Listing Regulations.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors of theCompany confirms that-

(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) 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 at the end of the financial year and ofthe profit and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.

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

EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as required under section 92(3) of the Companies Act 2013and rule12(1) of the Companies (Management and Administration) Rules 2014 in Form MGT-9is annexed herewith for your kind perusal and information.

AUDITORS AND REPORT THEREON

M/ s. J S Shah & Co. Chartered Accountants are the statutory auditor of thecompany for the year under review.

There are no qualifications or adverse remarks in the Auditors' Report which requireany clarification/ explanation. The Notes on financial statements are self-explanatoryand needs no further explanation.

Further the Auditors' Report for the financial year ended March 31 2021 is annexedherewith for your kind perusal and information.

LOANS GUARANTEES AND INVESTMENTS

There were loans and investments made by the Company however there was no guaranteewas 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 onan arm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with Promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe 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 CompaniesAct 2013 in respect of conservation of energy and technology absorption have not beenfurnished considering the nature of activities undertaken by the company during the yearunder 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 threateningthe Company's existence is very minimal.

DIRECTORS and KMP

Following is the composition of Board of Directors of the Company as on March 31 2021:

Sr. No Name of Director Designation DIN
1 Mr. Sandeep Chhaganlal Mathur Managing Director 08173027
2 Mr. Viki Jayeshkumar Shah N on- Executive Director 07823247
3 Ms. Sejal Kaushikkumar Shah Independent Director 07489588
4 Mr. Pradeep Babulal Shah Executive Director 05349427

Post closure of the financial year under review Mr. Kevin Shah Independent Directorof the Company has resigned from the Company quoting pre-occupancy. The board accepted hisresignation and thereby he resigned w.e.f. November 6 2020.

The Company is in process to look for suitable candidates to appoint as CompanySecretary.

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 withthe Companies (Corporate Social Responsibility Policy) Rules 2014 so there is norequirement 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 andDirectors is furnished in the auditor report of the company as attached herewith.

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 Nomination & Remuneration andCompliance Committees.

A structured questionnaire was prepared after taking into consideration inputs receivedfrom the Directors covering various aspects of the Board's functioning such as adequacyof the composition of the Board and its Committees Board culture execution andperformance of specific duties obligations and governance.

INDEPENDENT DIRECTORS AND DECLARATION

The Board of Directors of the Company hereby confirms that all the IndependentDirectors duly appointed by the Company have given the declaration and they meet thecriteria 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 Company's Nomination andRemuneration Committee comprises of three Directors. The table sets out the composition ofthe 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

*The Company is in process to look for and appoint a Non-Executive Director on theBoard.

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 appointedin senior management in accordance with the criteria laid down recommend to the Boardtheir appointment and removal and shall carry out evaluation of every Director'sperformance.

2. To formulate the criteria for determining qualifications positive attributes andindependence of a Director and recommend to the Board a policy relating to theremuneration for the Directors Key Managerial Personnel and other employees.

3. The Nomination and Remuneration Committee shall while formulating the policy ensurethat:

C the level and composition of remuneration is reasonable and sufficient to attractretain and motivate Directors of the quality required to run the Company successfully;

C relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and

C remuneration to Directors Key Managerial Personnel and senior management involves abalance between fixed and incentive pay reflecting short and long-term performanceobjectives 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 tothe 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 anyproposed changes to the Board for approval from time to time.

8. Any other work and policy related and incidental to the objectives of the committeeas 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 andRemuneration Committee and approved by Board in Board meeting subject to the subsequentapproval of the shareholders at the General Meeting and such other authorities as may berequired. The remuneration is decided after considering various factors such asqualification experience performance responsibilities shouldered industry standards aswell as financial position of the Company.

Remuneration to Non Executive Directors:

The Non Executive Directors are paid remuneration by way of Sitting Fees andCommission. The Non Executive Directors are paid sitting fees for each meeting of theBoard and Committee of Directors attended by them.

AUDIT COMMITTEE

According to Section 177 of the Companies Act 2013 the company's Audit Committeecomprised of three directors. The board has accepted the recommendations of the AuditCommittee. 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 Sandeep Mathur Member Executive Managing Director

SECRETARIAL AUDIT REPORT

Clarification to the qualifications or adverse remarks in the Secretarial Audit Reportas mentioned below.

1. The Company is in process to identify eligible candidate for the positing of Companysecretary & shall appoint one at the earliest.

2. The Company is still in process of revocation of suspension of trading and soon thetrading will be started.

3. Due to the COVID-19 pandemic & relevant repercussions the Company has not beenable to regulate it's business operations & thereby has had troubles adhering to thecompliance timelines as specified under the SEBI (LODR) Guidelines however the Companyshall strive to adhere to such compliances in the future.

4. Annual Accounts of the Company could not be finalized in-time due to the practicalissues faced by the company due to COVID-19 pandemic.

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 ofthe Listing Agreement the company has established Vigil Mechanism for directors andemployees to report genuine concerns and made provisions for direct access to thechairperson of the Audit Committee. Company has formulated the present policy forestablishing the vigil mechanism/ Whistle Blower Policy to safeguard the interest of itsstakeholders Directors and employees to freely communicate and address to the Companytheir genuine concerns in relation to any illegal or unethical practice being carried outin the Company. The details of the Vigil Committee are annexed herewith for your kindperusal and information.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSEL) ACT 2013:

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (Permanent contractualtemporary trainees) are covered under this policy.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The company has established adequate internal financial control systems to ensurereliable financial reporting and compliance with laws and regulations.

ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation to the continuedco-operation received from the Banks Government Authorities Customers Vendors andShareholders during the year under review. Your Directors also wish to place on recordtheir deep sense of appreciation for the committed service of the Executives staff andWorkers of the Company.

For and on behalf of Board
Registered Office: Frontline Financial Services Limited
Office No. 803 Eighth Floor Wallstreet II Ellisbridge Ahmedabad- 380006 Gujarat Mail: compliance@frontlinefsl.com Website: www.frontlinefsl.com Sd/- Sd/-
Viki Shah Sandeep Mathur
Director Managing Director
Date: August 23 2021 Place: Ahmedabad DIN: 07823247 DIN: 08173027

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