We have audited the standalone financial statements of FRONTLINE CORPORATION LIMITED ("theCompany"), which comprise the Balance Sheet as at 31st March 2024, and the Statement of Profit and Loss,Statement of Changes in Equity and Statement of Cash Flows for the year then ended, and notes to theFinancial Statements, including a summary of Significant Accounting Policies and other ExplanatoryInformation.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaidstandalone Ind AS financial statements give the information required by the Companies Act, 2013 ("the Act")in the manner so required and give a true and fair view in conformity with the Indian Accounting Standardsprescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015,as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs ofthe Company as at March 31, 2024, and its profit, total comprehensive income, changes in equity and itscash flows for the year ended on that date.
Basis for Qualified Opinion
1. Notes to the standalone financial results, regarding Non provision of interest of Rs. 671.98 Lacs on NPAaccounts for the year under consideration The exact amounts of the said non provisions of interest arenot determined and accounted for by the Company and to that extent Bankers loan liabilities are understated and profit is overstated to the extent of non-provisions of interest.
2. Notes to the standalone financial statements regarding taking physical and/ or symbolical possessionand initiating auction process on various assets by lenders; however the company has received stayorder against these proceedings and matter is sub-judicial till date. The management has not performedany impairment assessment for these assets. Accordingly we are unable to ascertain the appropriatenessof the carrying value of these assets and consequential impact if any on the accompanying standalonefinancial statements. Our audit opinion on the standalone financial statements for the year ended 31stMarch, 2024 was also qualified in respect of this matter.
3. Due to uncertain consequence in this matter we are unable to identify impact if any on standalonefinancial statement, our audit opinion is qualified.
In our opinion, the aforesaid Ind AS financial statements comply with the Indian Accounting Standardsprescribed under section 133 of the Act, read with rule 3 of the Companies (Indian Accounting Standards)Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016;
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10)of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor'sResponsibilities for the Audit of the Financial Statements section of our report. We are independent of theCompany in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India(ICAI) together with the ethical requirements that are relevant to our audit of the financial statements underthe provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethicalresponsibilities in accordance with these requirements and the ICAI's Code of Ethics. We believe that theaudit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Emphasis of Matter
Your attention is drawn to the following matters in the notes to the financial statements as fully describedtherein:
• Regarding notices issued by lenders under prescribed provisions of the Securitization andReconstruction of Financial Assets and Enforcement of Security Interest (SARFAESI) Act 2002 fornon-payment of principal and interest thereon after the due date by the company and thereforethose loan accounts became Non Performing Assets effective from respective dates mentioned insuch notice. We are informed that the company has challenged the notices and the Bank's action tosale these properties of the company by filing a Securitization Application in the Debts RecoveryTribunal, Calcutta, which is pending. The lender has also filed an Original Application in the DebtsRecovery Tribunal, Calcutta, which is pending. The Company filed a Civil Suit (CS) no.217 of 2013 inHon'ble Kolkata High Court against Punjab & Sind Bank in regard to Specific Performance ofAgreement related to 8 Old Court House property which Punjab & Sind Bank intended to sale. Matterstayed by the Hon'ble High Court and The Bank preferred to file an appeal at the Supreme Courtagainst the order of Calcutta High Court. The order of Special Leave Petition was given against theCompany by setting aside the High Court Division Bench order. The Company had file MiscellaneousApplication. The said Miscellaneous application has been heard and Apex Court had passed an orderin favour of the Company for allowing the Civil Court to proceed the Suit on Merit in the Hon'bleCalcutta High Court.
• Non Availability of balance confirmation from some of the suppliers and loans & Advances.
Our opinion is not modified with respect to the above matters as listed under Emphasis of Matter.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in ouraudit of the standalone financial statements of the current period. These matters were addressed in thecontext of our audit of the standalone financial statements as a whole, and in forming our opinion thereon,and we do not provide a separate opinion on these matters.
Information Other than the Standalone Financial Statements and Auditor's Report thereon(Other Information)
The Company's Board of Directors is responsible for the other information. The other information comprisesthe information included in the Corporate Overview, Board's Report, Management Discussion and AnalysisReport and Report on Corporate Governance in the Annual Report of the Company for the financial year2023-24, but does not include the standalone financial statements and our auditor's report thereon.
Our opinion on the financial statements does not cover the other information and we do not express anyform of assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the otherInformation and, in doing so, consider whether the other information is materially inconsistent with thefinancial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.If, based on the work we have performed, we conclude that there is a material misstatement of this otherinformation; we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Management and those charged with governance for the Standalone Ind ASFinancial Statements
The Company's Board of Directors is responsible for the matters stated in section 134(5) of the CompaniesAct, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give atrue and fair view of the financial position, financial performance, changes in equity and cash flows of theCompany in accordance with the accounting principles generally accepted in India, including the accountingStandards specified under section 133 of the Act. This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding of the assets of theCompany and for preventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable and prudent; anddesign, implementation and maintenance of adequate internal financial controls, that were operatingeffectively for ensuring the accuracy and completeness of the accounting records, relevant to thepreparation and presentation of the financial statement that give a true and fair view and are free frommaterial misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company's ability tocontinue as a going concern, disclosing, as applicable, matters related to going concern and using the goingconcern basis of accounting unless management either intends to liquidate the Company or to ceaseoperations, or has no realistic alternative but to do so.
Those charged with governance are also responsible for overseeing the Company's financial reportingprocess.
Auditor's Responsibilities for the Audit of the Standalone Ind AS Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole arefree from material misstatement, whether due to fraud or error, and to issue an auditor's report that includesour opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an auditconducted in accordance with SAs will always detect a material misstatement when it exists. Misstatementscan arise from fraud or error and are considered material if, individually or in the aggregate, they couldreasonably be expected to influence the economic decisions of users taken on the basis of these financialstatements.
As a part of an audit in accordance with SAs, we exercise professional judgment and maintain professionalskepticism throughout the audit.
We also:
(a) Identify and assess the risks of material misstatement of the financial statements, whether due to fraudor error, design and perform audit procedures responsive to those risks, and obtain audit evidence that issufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion,forgery, intentional omissions, misrepresentations, or the override of internal control.
(b) Obtain an understanding of internal control relevant to the audit in order to design audit procedures thatare appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are alsoresponsible for expressing our opinion on whether the company has adequate internal financial controlssystem in place and the operating effectiveness of such controls.
(c) Evaluate the appropriateness of accounting policies used and the reasonableness of accountingestimates and related disclosures made by management.
(d) Conclude on the appropriateness of management's use of the going concern basis of accounting and,based on the audit evidence obtained, whether a material uncertainty exists related to events or conditionsthat may cast significant doubt on the Company's ability to continue as a going concern. If we conclude thata material uncertainty exists, we are required to draw attention in our auditor's report to the relateddisclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Ourconclusions are based on the audit evidence obtained up to the date of our auditor's report. However,future events or conditions may cause the Company to cease to continue as a going concern.
(e) Evaluate the overall presentation, structure and content of the financial statements, including thedisclosures, and whether the financial statements represent the underlying transactions and events in amanner that achieves fair presentation.
Materiality is the magnitude of misstatements in the standalone financial statements that, individually or inaggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of thestandalone financial statements may be influenced. We consider quantitative materiality and qualitativefactors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) toevaluate the effect of any identified misstatements in the standalone financial statements.
We communicate with those charged with governance regarding, among other matters, the planned scopeand timing of the audit and significant audit findings, including any significant deficiencies in internal controlthat we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevantethical requirements regarding independence, and to communicate with them all relationships and othermatters that may reasonably be thought to bear on our independence, and where applicable, relatedsafeguards.
From the matters communicated with those charged with governance, we determine those matters thatwere of most significance in the audit of the financial statements of the current period and are therefore thekey audit matters. We describe these matters in our auditor's report unless law or regulation precludespublic disclosure about the matter or when, in extremely rare circumstances, we determine that a mattershould not be communicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
As required by the Companies (Auditor's Report) Order, 2020 ("the Order"), issued by the CentralGovernment of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the"Annexure - A", a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extentapplicable.
As required by Section 143(3) of the Act, based on our audit we report that:-
(a) We have sought and obtained all the information and explanations which to the best of ourknowledge and belief were necessary for the purposes of our audit.
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as itappears from our examination of those books.
(c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Statementof Changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with thebooks of account.
(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standardsspecified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, asamended.
(e) On the basis of the written representations received from the directors as on 31st March, 2024 taken onrecord by the Board of Directors, none of the directors is disqualified as on 31st March, 2024 from beingappointed as a director in terms of Section 164 (2) of the Act.
(f) With respect to the adequacy of the internal financial controls over financial reporting of the Companyand the operating effectiveness of such controls, refer to our separate Report in "Annexure - B". Our reportexpresses an unmodified opinion on the adequacy and operating effectiveness of the Company's internalfinancial controls over financial reporting.
(g) With respect to the other matters to be included in the Auditor's Report in accordance with therequirements of section 197(16) of the Act, as amended: In our opinion and to the best of our informationand according to the explanations given to us, the remuneration paid by the Company to its directors duringthe year is in accordance with the provisions of section 197 of the Act
(h) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of theCompanies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and accordingto the explanations given to us:
(i) The Company does not have any pending litigations which would impact its financial position in itsStandalone Ind AS financial statements;
(ii) The Company did not have any long-term contracts including derivative contracts for which therewere any material foreseeable losses;
(iii) There were no amounts which were required to be transferred to the Investor Education andProtection Fund by the company.
(iv) a) The management has represented that, to the best of its knowledge and belief, no fundshave been advanced or loaned or invested (either from borrowed funds or share premium orany other sources or kind of funds) by the Company to or in any other person or entity, includingforeign entities ("Intermediaries"), with the understanding, whether recorded in writing orotherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in otherpersons or entities identified in any manner whatsoever by or on behalf of the Company
("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the UltimateBeneficiaries;
b) The management has represented that, to the best of its knowledge and belief, no fundshave been received by the Company from any person or entity, including foreign entities("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that theCompany shall, whether, directly or indirectly, lend or invest in other persons or entitiesidentified in any manner whatsoever by or on behalf of the Funding Party ("UltimateBeneficiaries") or provide any guarantee, security or the like on behalf of the UltimateBeneficiaries; and
c) Based on such audit procedures that were considered reasonable and appropriate in thecircumstances, nothing has come to our notice that has caused us to believe that therepresentations under sub-clause (a) and (b) contain any material misstatement.
(v) The Company has not declared or paid any dividend during the year ended 31 March 2024.
(vi) Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 requires all companies which useaccounting software for maintaining their books of account, to use such an accounting softwarewhich has a feature of audit trail. Based on our examination which included test checks, thecompany has used an accounting software for maintaining its books of account which have a featureof audit trail (edit log) facility.
For S M Pansuriya & Co.
Chartered AccountantsFirm Registration No: 126729W
Snehal M PansuriyaProprietor
Membership No. 121039
UDIN:24121039BKASZH9409
Place: AhmedabadDate: 30-05-2024