Your Directors are pleased to present the Fortieth (40th) Annual report of your Company along with the AuditedStandalone Accounts drawn for the financial year ended on March 31, 2024.
The Company's financial performance for the year under review along with previous year's figures is given hereunder:FINANCIAL RESULTS:
Particulars
31-03-2024
31-03-2023
Revenue from Operations
28.12
31.23
Other Income
0.69
42.90
Total Income
28.80
74.13
Total Expenditure
17.83
49.90
Profit Before Tax
10.97
24.23
Provision for Taxation (Including Current tax, Deferred Tax & Income Tax of earlierYears)
0.00
4.18
Net Profit
28.41
Profit Brought Forward
Net Profit after profit attributable tominority shareholders
Item of other comprehensive income recognised directly in retained earnings - ondefined benefit plan
00.0
Profit Available for Appropriation
APPROPRIATIONS:
Transfer to reserve u/s 45-IC of RBI Act, 1934
2.19
5.68
Surplus Balance carried to Balance Sheet
8.78
22.73
The Company's revenue from operations for the financial year was Rs.28.12/- Lakhs and the previous year's revenue fromoperations of Rs.31.23/- Lakhs. Net Profit (PAT) is Rs.10.97/- Lakhs.
In pursuance to the provisions of Section 92(3) of the Companies Act, 2013 read with Rules made thereunder andamended time to time, the Annual Return of the Company for the Financial Year ended on March 31, 2024 is available onthe website of the company i.e. www.frontiercapital.in and the web link of the same ishttps://www.frontiercapital.in/investors-corner
The Company had Eight Board Meetings during the financial year under review:
Sr. No.
Date on Which BoardMeetings were held
Total Strength of the Board
No. of Directors Present
1
29.04.2023
5
2
29.05.2023
3
09.08.2023
4
29.08.2023
05.09.2023
6
08.11.2023
7.
14.02.2024
8.
20.03.2024
In terms of Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of its knowledge and abilitywould like to state that:
a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with properexplanations relating to material departures;
b) they had selected such accounting policies and applied them consistently and made judgments and estimates thatwere reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for the year under review;
c) they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with theprovisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) they had prepared annual accounts on a going concern basis;
e) they had laid down internal financial controls to be followed by the Company and such internal financial controls areadequate and were operating effectively;
f) They had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems werein place were adequate and operating effectively.
The Company's Policy relating to appointment of Directors, payment of Managerial remuneration, Directors'qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3)of the Companies Act, 2013 is furnished as attached to this report. "Annexure - 1". The weblink for the same iswww.frontiercapital.in.
At the 36th Annual General Meeting held on December 10, 2020, the members had appointed M/s. A. C. Bhuteria & Co.,Chartered Accountants (Firm Registration No. 303105E), Kolkata as Statutory Auditors for a term of Five years beginningfrom the conclusion of the 36th AGM till the conclusion of the 41st Annual General Meeting of the Company to be held inthe financial year 2026.
There is no qualification, reservation or adverse remark raised by Statutory Auditor in Auditor's report for the year underreview.
In the Board Meeting held on March 20, 2024 M/s. S Bhattbhatt & Co., Practising Company Secretaries were appointedas Secretarial Auditor of the Company for the financial year 2023-24.
In pursuance to the provisions of Section 204 of the Companies Act, 2013 read with Rules framed thereunder and incompliance of Regulation 24A of Securities Exchange Board of India (Listing Obligations & Disclosure Requirements)Regulations, 2015 ("Listing Regulations") M/s. S Bhattbhatt & Co., Practising Company Secretaries, had conductedsecretarial audit of the company for the financial year 2023-24. The Secretarial Audit Report is annexed which is formingpart to this report as "Annexure - 2".
Remarks or Qualifications by Secretarial Auditors and comments from the Board.
1. Internal Auditor has not been appointed by the Company under section 138 of the Companies Act, 2013 for theF.Y. 2022-23; Management Reply: The Company is looking for a suitable candidature.
2. Newspaper Publication with respect to intimation of Board Meeting and financial results are not as perRegulation 47 of SEBI (LODR) Regulations, 2015; Management Reply: Due to financial constraints, the companyhas opted for a cost-cutting approach and decided not to publish the results in newspapers. However, the resultscan be accessed on the Stock Exchange and company's website.
3. The Company had not paid listing fees of the company for the year 2023-24. Management Reply: The companyhad failed to pay Listing Fees for the Financial Year 2023-24 within due period.
FRAUDS REPORTED BY THE AUDITOR:
During the year under review, no frauds have been reported by the Auditor (Statutory Auditor, Secretarial Auditor) tothe Audit Committee / Board, under Section 143(12) of the Companies Act, 2013.
A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149:
The Company has received declarations from Independent Directors of the Company that they meet with the criteria ofindependence as prescribed under Subsection (6) of Section 149 of the Companies Act, 2013 read with Rule 6 (1) and (3)of Companies (Appointment and Qualifications of Directors) Rules, 2014 as amended from time to time and Regulation16 & 25 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('theListing Regulations').
All Independent Directors of your Company are registered with Indian Institute of Corporate Affairs as per therequirement of Section 149 of the Companies Act, 2013 and rules framed thereunder.
During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactionswith the Company, other than sitting fees, paid to them for the purpose of attending meetings of the Board / Committeeof the Company.
MATTERS AS PRESCRIBED UNDER SUB-SECTIONS (1) AND (3) OF SECTION 178 OF THE COMPANIES ACT, 2013:
The Nomination & Remuneration Committee consists of three Independent Directors. The powers and function of theNomination and Remuneration Committee is stated in the Nomination and Remuneration Committee Charter of FrontierCapital Limited. The Remuneration policy is available at the Web link: https://www.frontiercapital.in/ investors-corner.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:
The loan made, guarantee given or security provided in the ordinary course of business by a NBFC registered with ReserveBank of India are exempt from the applicability of provisions of Section 186 of the Act. As the Company being a NBFCregistered with RBI the restrictions contained in the said provisions are not applicable to the Company.
PARTICULARS CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUBSECTION (1) OF SECTION188:
All Contracts / Arrangements / Transactions executed by the Company during the financial year with related parties werein the ordinary course of business and on arm's length basis. The Audit Committee reviews all Related Party Transactionon quarterly basis. Particulars of such related party transactions described in Form AOC-2 as required under Section 134(3)(h) of the Act, read with Rule 8(2) of the Companies (Accounts) Rules 2014, which is annexed herewith as "Annexure -3".
AMOUNT, IF ANY, WHICH THE BOARD PROPOSES TO CARRY TO ANY RESERVES:
During the year under review Rs.2.19/- Lakhs transferred to statutory reserve under Section 45 IC of RBI Act, 1934.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY:
No material changes and commitments affecting the financial position of the Company during the period under review tothe date of this Report. There has been no change in the nature of business of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
Conservation of Energy and Technology Absorption:
Since the Company is operating in service sector, the provisions of Section 134(3)(m) of the Companies Act, 2013 regardingconservation of energy and Technology Absorption are not applicable.
Foreign Exchange earnings and outgo
The Company has no Foreign Exchange earnings and outgo.
RISK MANAGEMENT:
The Company has constituted a Risk Management Policy which has been entrusted with responsibility to Board inoverseeing the Company's Risk Management process and controls, risk tolerance and capital liquidity and funding andalso setting the strategic plans and objections for the risk management and review of risk management of the companyand also review the company's risk appetite and strategy relating to key risks, including credit risk, liquidity and fundingrisk, market risk, product risk and reputational risk, as well as guidelines, policies and processes for monitoring andmitigating such risks.
The Board takes responsibility for the overall process of the risk management in the organization. The business risk ismanaged through cross functional involvement and communication across businesses.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The provisions relating to Corporate Social Responsibility under Section 135 of the Companies Act, 2013 and rules madethereunder are not applicable to the Company. Therefore, the Company has not developed and implemented any policyon Corporate Social Responsibility initiatives.
FORMAL EVALUATION OF THE PERFORMACE OF THE BOARD, COMMITTEES OF THE BOARD AND INDIVIDUALDIRECTORS:
Pursuant to the provisions of 134(3)(p) the Companies Act, 2013 and Listing Regulations, the Board has carried out theannual performance evaluation of its own performance, the Directors individually including Independent Directors as wellas the evaluation of the working of its Committees. The evaluation was carried on the basis of structured questionnairewas prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board'sfunctioning such as adequacy of the composition of the Board and its Committees, level of engagement and participation,Board culture, execution and performance of specific duties, obligations and governance. The Board has expressed theirsatisfaction with the evaluation process.
In pursuant to Regulation 17(10) of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations, 2015 the evaluation of Independent Directors were done by the entire board of directorswhich includes -
(a) Performance of the directors; and
(b) Fulfilment of the independence criteria as specified in the regulations and their independence from themanagement.
Criteria adopted for evaluation:
The Board shall evaluate the roles, functions, duties of Independent Directors (ID's) of the Company. Each ID shall beevaluated by all other directors' not by the Director being evaluated. The board shall also review the manner in which ID's
follow guidelines of professional conduct. Further, in a separate meeting of Independent Directors, performance of non¬independent directors, the Board as whole and the Chairman of the Company was evaluated.
(i) Performance review of all the Non-Independent Directors of the company on the basis of the activities undertaken bythem, expectation of board and level of participation;
(ii) Performance review of the Chairman of the Company in terms of level of competence of chairman in steering thecompany;
(iii) The review and assessment of the flow of information by the Company to the board and manner in which thedeliberations take place, the manner of placing the agenda and the contents therein;
(iv) The review of the performance of the directors individually, its own performance as well as evaluation of working ofits committees shall be carried out by the board;
(v) On the basis of performance evaluation, it shall be determined by the Nomination and Remuneration Committee andthe Board whether to extend or continue the term of appointment of ID subject to all other applicable compliances.
The Company has no subsidiaries, Joint Venture or associate company during the period under review within the meaningof Section 2(6) of the Companies Act, 2013.
The Company continues to be subsidiary of Inimitable Capital Finance Private Limited.
The information required under section on 197 of the Act read with rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014 are mentioned as per "Annexure -4".
The Company continues to carry out the same activities and during the period under review there is no change in thenature of business.
The Company has not paid any commission to the Managing Director / Whole-Time Director against any services duringthe period under review.
The Company is Non - deposit taking Non-Banking Financial Company registered with Reserve Bank of India and isprohibited from accepting public deposits and therefore the Company has not accepted any deposits from public duringthe year under review and there was no public deposit outstanding as on March 31, 2023.
During the year under review there was no change in the capital structure of the Company.
The Company has complied with Ind AS as prescribed under section 133 of the Companies Act, 2013. The Company hasalso complied with the directions issued by RBI from time to time.
The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standardsissued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.
There was no material order passed by Regulators / Courts / Tribunals during the year under review impacting the goingconcern status and company's operations in future.
Internal Financial Control remains an important component to foster confidence in a company's financial reporting, andultimately, streamlining the process to adopt best practices. In pursuance to provisions of Section 134(5)(e) of theCompanies Act, 2013 read with Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 your Company has in place adequateinternal controls with reference to financial statements and are operating effectively. The Company has devised propersystem of internal financial control which is commensurate with size and nature of Business.
During the year under review, Mr. Arshad Riyaz Ahmed Shaikh has been appointed as the Non-Executive IndependentDirector of the company w.e.f. 29th August, 2023.
Mr. Sachin Khanolkar was resigned from the post of Non-Executive Independent Director with effect from 29th August,2023.
Mr. George Sundersingh John Davis was appointed as an Additional Director with effect from 20th March, 2024.
The Designation of Mr. Mayur Nagindas Doshi was changed from Non-Executive Non-Independent Director to ExecutiveDirector with effect from 20th March, 2024.
During the year under review:
Mr. Mayur Nagindas Doshi was appointed as Chief Financial Officer with effect from 20th March, 2024.
As required under the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, Management Discussionand Analysis Report and Corporate Governance Report are forming part to this Report annexed as Annexure - 5" and"Annexure - 6".
Your Company is committed for creating and maintaining a secure work environment where its employees can work inan atmosphere free of harassment, exploitation and intimidation. To foster a positive workplace environment, free fromharassment of any nature to empower women and protect them against sexual harassment, and as per the requirementof the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") and Rulesmade thereunder, we have institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which weaddress complaints of sexual harassment at the all workplaces of the Company. Our policy assures discretion andguarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexualharassment and we are compliant with the law of the land where we operate.
We have also constituted a Special Complaints Committee to consider and address sexual harassment complaints inaccordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.During the year under review, there were no incidences of sexual harassment reported.
Pursuant to additional disclosure requirements as per RBI Circular No. RBI/2022-23/26DOR.ACC.REC.No.20/21.04.018/2022-23, is disclosed in the note no. 42 read with 43 of financial statements.
The Board of Directors wishes to express their heartfelt gratitude to the Reserve Bank of India and other regulatoryauthorities for their invaluable guidance and cooperation. Their support has been instrumental in enabling the Companyto operate effectively within the regulatory framework. The Board also extends its sincere appreciation to all individualswho have placed their trust in the Company and its management. It is with deep gratitude that we acknowledge theloyalty and confidence of over one million customers across all the areas where we operate, as they have provided uswith the opportunity to serve them.
For and on behalf of the Board of Directors of
Hemendranath Choudhary Mayur Doshi
Director Chairman & Director
DIN: 06641774 DIN: 08351413