Mobile Nav

Market

DIRECTOR'S REPORT

Frontier Springs Ltd.

You can view full text of the latest Director's Report for the company.
Market Cap. (₹) 83.93 Cr. P/BV 2.22 Book Value (₹) 95.83
52 Week High/Low (₹) 275/136 FV/ML 10/1 P/E(X) 9.99
Bookclosure 30/09/2019 EPS (₹) 21.33 Div Yield (%) 0.47
Year End :2018-03 

Dear Shareholders,

The Directors have pleasure in presenting the Thirty Eighth Annual Report of the Company along with the Audited Statement of Accounts the for the year ended 31st March, 2018. The summarized financial results for the year as compared to the previous year are as under:

FINANCIAL RESULTS

(Rs. in Lacs)

Particulars

2017-18

2016-17

Income from Operations/ Turnover

6003.65

4909.40

Profit Before Interest, Depreciation and Tax

875.49

540.84

Interest

132.26

142.60

Depreciation

193.79

165.92

Profit/(Loss) Before Tax

549.44

232.32

Income Tax

Current year Tax

114.04

48.28

Deferred Tax

79.08

(29.53)

Net Profit

356.32

213.57

Surplus B/F from P.Y.

1798.49

1584.92

Transfer to General Reserve

0.00

0.00

Balance available for appropriation

2154.80

1798.49

Surplus carried to Balance sheet

2575.08

2218.77

REVIEW OF OPERATIONS

Your Company has prepared the financial statements for the year ended March 31, 2018 for the first time in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder. Previous year figures have been re-grouped/re-classified wherever necessary and have been re-stated as per Ind AS.

The operation of the company during the financial year under review improved with turnover of Rs. 6003.65 Lacs as against Rs 4909.40 Lacs in preceding year. The net profit during the year was higher at Rs. 356.32 Lacs as against Rs 213.57 Lacs in the preceding year. The improvement in the turnover and profitability had been mainly on account of growth in demand, improvement in the operational efficiencies and cost cutting measures.

The performance of the company during the current financial year has further improved and barring unforeseen circumstances, your Directors expect your company to turn out even better results during the current year as well.

DIVIDEND

To conserve resources for the expansion and to consolidate the financial position of the company, your Directors considered it prudent not to recommend any dividend for the year.

EXPANSION

Forging Division

Your company is continuously expanding its product base. Approval of spindle rod, Anti roll bar, Anti roll bar bracket & Anti roll bar fork have been obtained from Rail Coach Factory; Kapurthala The company is further expanding Forging unit at Rania and is in process to install new CNC machines which would increase efficiency, quality and help in cost-cutting. Your Company has installed solar plant of 100 KVA promoting measures of Go-Green Initiative and in turn will also save some money for the company.

Coil springs

Your company has already received orders for manufacturing of springs for Linke-Hofmann Busch(LHB) coaches which were being imported till date by Indian Railways which is reflective in the turnover and profitability of the company. The orders in the pipeline are high in number; considering that all the springs of the existing coaches have to be replaced with new ones. Further your company has also received orders for Springs of T18 train, the first semi high speed train which would run at a speed of 160 km/hr. The management is optimistic that in the years to come; the company would reach to new heights. Your company has also got orders for supply of loco-springs for heavy haul locomotives WAG-9,WAG-9M,WAP-7 &WAP-5 from CLW,DLW & DMW. The execution of such kind of orders are expected to increase the turnover and profitability manifold.

SUBSIDIARY COMPANY / ASSOCIATE / JOINT VENTURE COMPANY

The Company has no Subsidiary, Associate and Joint Venture Companies and as such the requirement of furnishing the information relating to the financial position of Subsidiary, Associate and Joint Venture Companies is not applicable.

DIRECTORS

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company Mrs. Mamta Bhatia (DIN: 003480368) , Director of the Company retires from the Board by rotation, at the ensuing Annual General Meeting of the Company and being eligible she has offered herself for reappointment.

KEY MANAGERIAL PERSONNEL

As per the provisions of Section 203 of the Companies Act, 2013 the following persons were designated as Key Managerial Personnel and there had been no change in KMP during the year under review

S.No

Name

Designation

1)

Mr. Kapil Bhatia

Managing Director

2)

Mr. Dhruv Bhasin

Company Secretary

3)

Mr. Neeraj Bhatia

Chief Financial Officer

DECLARATION FROM INDEPENDENT DIRECTORS

The company had received the declarations u/s 149(7) of the Companies Act, 2013 from all Independent Directors that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(i)(b) of the Listing Regulations.

MEETINGS OF THE BOARD

Four meetings of the Board of Directors were held during the year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 and the SEBI(Listing Obligations & Disclosure Requirements) 2015.

BOARD EVALUATION

Pursuant to Section 134(3)(p) and other applicable provisions, if any, of the Companies Act,2013 and Regulation 17(10) and other applicable regulations ,if any of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015(‘Listing Regulations') , the performance of the Board as a whole and individual directors was evaluated by the Board after seeking relevant inputs from all the Directors. The Nomination and Remuneration Committee (NRC) reviewed the performance of the Individual Directors.

In a separate meeting of Independent Directors held on 14th February, 2018, performance of Non-Independent Directors, the Chairman of the Company and the performance of the Board as a whole was evaluated taking into account the views of Executive and Non-Executive Directors.

The performance of the Board as whole and of directors individually was found to be satisfactory.

COMPANYS’ POLICY ON DIRECTORS’APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of Executive and Independent directors to maintain the independence of the Board, and separate its functions of governance and management. The Company has duly constituted the Nomination and Remuneration Committee of the Board and the committee interalia periodically evaluates:

1. The need for change in composition and size of the Board;

2. Recommend/review remuneration of the Managing Director(s) and Whole-time Director(s) based on their performance.

3. Recommend the policy for remuneration of Directors, KMPs & other senior level employees of the Company and review the same in accordance with the performance of the Company and industry trend.

The Remuneration Policy is annexed herewith as Annexure F which forms part of this report.

AUDITORS AND AUDITORS REPORT

I. STATUTORY AUDITORS

M/s. Sanjeevani Raizada & Co., Chartered Accountants, were appointed as Statutory Auditors of the Company at the 37th Annual General Meeting of the Company held on 28.09.2017 who shall hold office till conclusion of the 42nd Annual General Meeting in accordance with the provisions of Companies Act,2013. However, their appointment was subject to ratification by the members at every Annual General Meeting to be held thereafter during their tenure of office. The Auditors have confirmed their eligibility and qualification under Section 141 of the Companies Act, 2013 and therefore, their ratification for appointment as Statutory Auditors for the year 2018-19 is being sought from the Members of the Company at the ensuing Annual General Meeting.

The Auditor's Report for the financial year 2017-18 does not contain any qualification, reservation or adverse remark.

II. COST AUDITORS

As per the Companies (Cost Records and Audit) Rules, 2014, Cost Audit is not applicable to the Company.

III. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s P. Manghwani & Associates, Practicing Company Secretary as Secretarial Auditor of the Company for the year 2017-18. The Secretarial Audit Report for the year ended 31st March, 2018 is annexed herewith as Annexure-D to this report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

IV. INTERNAL AUDITORS

Pursuant to provisions of Section 138 read with Rule 13 of Companies (Accounts) Rules 2014, your Company engaged the services of M/s J Chandra & Associates, Chartered Accountants, Kanpur, to conduct the Internal Audit of the functions and activities of the Company for the Financial Year 2017-18.The Internal Audit Report is placed before the Audit Committee of the Company, at regular intervals.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Pursuant to Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015(Listing Regulations), a Management Discussion & Analysis Report is annexed and forms part of this Annual Report.

CORPORATE GOVERNANCE

The new Companies Act, 2013 have strengthened the governance regime in the country.Corporate Governance is all about maintaining a valuable relationship and trust with all stakeholders. We consider stakeholders as partners in our success, and we remain committed to maximizing stakeholders' value, be it shareholders, employees, suppliers, customers, investors, communities or policy makers. The business conduct can be ethical only when it rests on the six core values of Customer Value, Ownership Mindset, Respect, Integrity, One Team and Excellence. In line with the requirements of these core values and new law, the Company through its Board and Committees endeavors to strike and deliver the highest governing standards for the benefits of its stakeholders.

As required under Schedule V to the Listing Regulations, a separate section on Corporate Governance together with certificate from M/s P.Manghwani & Associates, Practicing Company Secretaries, confirming compliance of the conditions of Corporate Governance, forms an integral part of this report.

STATUTORY INFORMATION

PARTICULARS OF EMPLOYEES

None of the employees of the Company was in receipt of remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information as per Section 134(3)(m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to conservation of energy, technology absorption and foreign exchange earnings and outgo for the financial year 2017-18 is annexed as Annexure ‘B' which forms part of this Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013 the Board of Directors, to the best of their knowledge and ability in respect of the financial year ended on 31st March,2018 confirm that:

i) in the preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

ii) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the directors had prepared the Annual Accounts of the Company on a going concern basis.

v) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

FIXED DEPOSITS

During the year under review, the Company has neither accepted nor renewed any deposits from public in terms of provisions of Section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules 2014.

However, in terms of Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules,2014, the outstanding amount of unsecured loan from directors was Rs 133.69 lacs which was taken in the preceding years. The Company did not accept any unsecured loans from Directors during the year.

LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any loans, directly or indirectly, to any person or other body corporate or given any guarantee or provided any security in connection with a loan to any other body corporate or person.

EXTRACT OF ANNUAL RETURN

The extracts of the Annual Return in Form MGT-9 as required under Section 92(3) of the Companies Act,2013 read with Rule 12(1) of the Companies (Management & Administration) Rules 2014 is included in this report as “Annexure-C“ and forms an integral part of this Report.

LISTING

The Equity Shares of Company continued to be listed at BSE Limited and the Annual Listing has been paid up-to date.

INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Company has in place internal financial control systems, commensurate with the size and complexity of its operations, to ensure proper recording of financial and monitoring of operational effectiveness and compliance of various regulatory and statutory requirements. The internal auditor monitors and evaluates the efficacy and adequacy of internal control systems in the company. Based on the report of the internal auditor, respective departments undertake corrective actions in their respective areas and thereby strengthen the controls. Significant audit observations, if any and corrective actions thereon are presented to the Audit Committee of the Board.

COMPLIANCE WITH SECRETERIAL STANDARDS

During the year under review, the Company has duly complied with the applicable provisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings(SS-2) issued by The Institute of Company Secretaries of India.

AUDIT COMMITTEE, VIGIL MECHANISM & RISK MANAGEMENT

The composition of Audit Committee is in line with the provisions of Section 177 of the Act read with Regulation 18 of the SEBI( Listing Obligations and Disclosure Requirements) 2015. The Audit Committee comprises of five members and all members are Independent Directors. The Company Secretary is the Secretary of the Committee. All transactions with related parties are on arms' length basis. During the year, there are no instances where the Board had not accepted the recommendations of the Audit Committee. The Company has in place a vigil mechanism for Directors and Employees, to report genuine concerns about any wrongful conduct with respect to the Company or its business or affairs. This policy covers malpractices, misuse or abuse of authority, fraud, violation of the Company's policies or rules, manipulations, negligence causing danger to public health and safety and other matters or activity on account of which the interest of the company is affected or likely to be affected and formally reported by whistle blowers. If an investigation leads the Chairman of the Audit Committee shall recommend to the management of the Company to take such disciplinary or corrective action as he may deem fit.

RISK MANAGEMENT

Risk is a inherent factor in business cycle and cannot be avoided. However, proper planning and checks lead to risk mitigation. The Audit Committee has also been delegated the responsibility for monitoring and reviewing risk management, assessment and minimization procedures, developing, implementing and monitoring the risk management plan and identifying, reviewing and mitigating all elements of risks which the Company may be exposed to. The Board also reviews the risk management, assessment and minimization procedures. Further, in accordance with SEBI Regulations, a Risk Management Committee has also been formed which also oversees the risk management of the company.

INSIDER TRADING

In compliance with the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015 and to preserve the confidentiality and prevent misuse of unpublished price sensitive information, the Company has adopted a Code of Conduct to Regulate, Monitor and Report Trading by Insiders (‘Insider Trading Code') and a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (Code of Fair Disclosure').

The Insider Trading Code is intended to prevent misuse of unpublished price sensitive information by insiders and connected persons and ensures that the Directors and specified persons of the Company and their dependants shall not derive any benefit or assist others to derive any benefit from access to and possession of price sensitive information about the company which is not in the public domain, that is to say, insider information.

The Code of Fair Disclosure ensures that the affairs of the Company are managed in a fair, transparent and ethical manner keeping in view the needs and interest of all the stakeholders.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred from the end of the financial year 2017-18 till the date of this Report. Further, there was no change in the nature of business of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, there were no significant and material orders passed by the Regulators, or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm's length basis.

The details of material contracts / arrangements / transactions at arm's length basis for the year ended 31st March, 2018 is annexed hereto and form part of this Report as Annexure E.

Your Directors draw attention of the Members to Note No.33 to the Financial Statement which sets out all related party disclosures.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record appreciation for overwhelming co-operation and assistance received from Company's Bankers, Government Authorities and esteemed customers and their continued patronage and support during the year.

Your Directors also place on record their appreciation for the contribution made by all the Officers, Staff and Workmen. The consistent growth of your Company was made possible by their hard work, cooperation and support. Your Directors also take this opportunity to place on record their gratitude to the Members for their continued support and confidence with the company.

For and on behalf of the Board

KUNDAN LAL BHATIA KAPIL BHATIA

Place : Kanpur Chairman Cum Managing Director Managing Director

Date :14th August, 2018 DIN No. 00581799 DIN No. 00582337

Attention Investors :
Prevent Unauthorised transactions in your account --> Update your mobile numbers/email IDs with your stock brokers. Receive information of your transactions directly from Exchange on your mobile / email at the end of the day .......... Issued in the interest of investors
Attention Investors :
Prevent Unauthorized Transactions in your demat account --> Update your Mobile Number with your Depository Participant. Receive alerts on your Registered Mobile for all debit and other important transactions in your demat account directly from NSDL on the same day......................issued in the interest of investors.
Attention Investors :
KYC is one time exercise while dealing in securities markets - once KYC is done through a SEBI registered intermediary (broker, DP, Mutual Fund etc.), you need not undergo the same process again when you approach another intermediary.
Attention Investors :
No need to issue cheques by investors while subscribing to IPO. Just write the bank account number and sign in the application form to authorise your bank to make payment in case of allotment. No worries for refund as the money remains in investor's account.
“Investment in securities market are subject to market risks, read all the related documents carefully before investing”.