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FRONTLINE CORPORATION LTD.

20 December 2024 | 12:00

Industry >> Transport - Road

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ISIN No INE092D01013 BSE Code / NSE Code 532042 / FRONTCORP Book Value (Rs.) 25.04 Face Value 10.00
Bookclosure 28/09/2024 52Week High 81 EPS 2.43 P/E 17.38
Market Cap. 21.13 Cr. 52Week Low 33 P/BV / Div Yield (%) 1.69 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2014-03 
Dear Members,

The Directors have pleasure in presenting their 25th Annual report along with Audited Accounts for the year ended on March 31,2014.

Financial Performance :
                                            (Rs, in Lacs)
                                             Current Year     Past Year
                                              31-03-2014     31-03-2013

Revenue from Operations                          4198.46        4394.96

Other Income                                      404.90         344.39

Finance Charges                                   558.29         651.45

Depreciation                                      209.01         220.38

Profit Before Taxation                          (125.95)       (490.56)
Provision for Income-Tax Current Taxes (104.26) (256.81)

                             Earlier Periods      (7.92)            NIL

Profit /( Loss) after                            (13.77)       (233.75)
taxation but before
exceptional and Extra 
Ordinary Items
Exceptional & Extra Ordinary Items 3.36 (72.55)

Profit/ ( Loss) for the year      (17.13)       (161.20)

Profit Brought Forward             694.06         855.26

Proposed Dividend                     NIL            NIL
Balance Carried to Balance-Sheet 676.93 694.06

Notes:

Previous years' figures have been regrouped wherever necessary to bring them in line with the current year's representation of figures.

Dividend:

Due to loss during the year under the review, your Directors do not recommend any dividend for the year.

Review Of Operations:

The year 2013-2014 marked deterioration in the fundamentals of both the global and the Indian economies. The year under review was a challenging one for your company as well. Your Company made a Net Loss of Rs. 17.13 Lacs against Net Loss of Rs. 161.20 Lacs in the earlier year.

The company operates in four business segments viz. Transportation, Trading, Generation of wind energy, and renting of immovable properties.

During the year the company has achieved operational income of Rs. 4198.46 Lacs as against Rs. 4394.96 Lacs in the previous year. The company posted Loss before tax of Rs. 125.95 Lacs as against Loss before Tax of Rs. 490.56 Lacs in the previous year. The Company incurred Loss after Tax of Rs. 17.13 Lacs as against Rs. Loss of Rs. 161.20 Lacs in the previous year. A balance of Rs. 676.93 Lacs has been carried forward to Balance Sheet as against Rs. 694.06 Lacs in the previous year.

Audit Committee:

The Company has constituted an Audit Committee pursuant to the provisions of Section 292A of the Compa- nies Act, 1956 and clause 49 of the Listing Agreement. The Audit Committee consists of Shri Bharat Arora, Shri Virendra Sharma and Shri Saurabh Jhunjhunwala. Shri Bharat Arora, Independent Director is chairman of the Audit Committee.

The composition of the Audit committee and the attendance of each director at these meetings are given below:-

Sr. Director                  Category of   Chairman  No. of   No.  of
No.                           Directorship  /Member   meetings meetings
                                                      held     attended
1   Shri Bharat Arora         Independent
                              Director       Chairman  5        5
2   Shri Virendra Sharma      Independent
                              Director       Member    5        5
3   Shri Saurabh Jhunjhunwala Non- Executive  
                              Director       Member    5        5
The Chairman of the Committee was present at the last annual general meeting to answer shareholders query.

Transfer to Reserve & Surplus

The opening Balance of Reserves and Surplus was Rs. 6.94 Crores. The Board of Directors proposes to transfer Net Loss of Rs. 0.17 Crores to Reserve & Surplus aggregating to Rs. 6.77 Crores.

Subsidiary of the Company.

The Company does not have any subsidiary Company.

Deposits :

The Company has not accepted any deposits from public to which the provisions of Section 58 - A of the Companies Act, 1956 and rules made there under are applicable.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The Company is not engaged in any manufacturing activity and hence the particulars with respect to conserva- tion of energy, technology absorption are either not applicable or such particulars are Nil. The details in respect of foreign exchange earnings and out go are as under:

Particulars             Amount in Foreign      Amount
                        Currency 
Total Foreign Exchange
earning                 Euro 17568             Rs. 12,66,958/-(Previous
                        ( Previous Year        Year Rs. 12,18,752/-)
                        Euro 17472 )

Total Foreign Exchange
outgo                   Euro 658.80(Previous 
                        Year EURO 655.20)      Rs.35,901 (Previous Year
                                               Rs 35,535/- )
Activities relating to export, initiative taken to increase exports development of new export markets for products and services, and export plans:

No activities relating to export was undertaken during the year. Due to high volatility in the iron ore market and low demand of iron ore, the Company could not take any steps to explore the foreign market. The Company is awaiting for the appropriate time for price stabilization of iron ore and stability in foreign currency to explore the export of iron ore.

Directors :

Shri Ram Prasad Agarwal and Shri Saurabh Jhunjhunwala, Directors of the Company retire by rotation and being eligible offer themselves for re-appointment. You are requested to accord your approval to their appoint- ment.

Shri Bharat Arora, Independent Director of the Company resigned from the office of Director on 25th Au- gust, 2014 due his pre-occupation in other work. Consequently, he also resigned from the Chairmanship of Audit Committee, Remuneration and Nomination Committee and Stakeholders Committee on the same day and his resignation has been accepted by the Board.

The Board places on record its appreciation for the assistance and guidance provided by Shri Bharat Arora during his tenure as Director of the Company.

Pursuant to Sections 149, 152, Schedule IV of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, it is proposed to appoint Mr. Rahul Chomal as Independent Direc- tors of the Company up to 5 (five) consecutive years, starting from his date of appointment. Mr. Rahul Chomal was appointed by the Board of directors in their meeting held on 14th August, 2014. The Company has also received notice pursuant to Section 160 of the Companies Act, 2013 from members proposing the appointment of aforesaid Independent Directors.

None of the Directors of your Company is disqualified as per provisions of Section 274(1) (g) of the Companies Act, 1956. The Directors of the Company have made necessary disclosures as required under various provi- sions of the Companies Act, 1956 and Clause 49 of the Listing Agreement.

Further, pursuant to Section 149 of the Companies Act, 2013 & rules made thereunder and Clause 49 of the Listing Agreement, an independent director shall hold office for a term upto five consecutive years on the Board of a company and shall be eligible for re-appointment, for another term of upto five consecutive years on passing of a special resolution by the Company.

Accordingly, your Board hereby proposes to appoint Shri Virendra Sharma, Mr. Jiwraj Khaitan and Mr. Sital Kumar Banerjee for 5 years upto 31st March, 2019.

Directors' Responsibility Statement:

The Directors confirm:

Pursuant to Section 217

a) that in the preparation of Annual Accounts, the applicable Accounting Standards have been followed and that no material departures have been made from the same.

b) that they have selected such Accounting Policies and applied them consistently and made judgments and estimates that are responsible 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 or Loss of the Company for that period ;

c) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that they have prepared the Annual Accounts on a going concern basis.

Listing Fees:

The Company has already paid the necessary listing fees for the year 2014 - 2015 to the BSE Limited, Ahmedabad Stock Exchange Limited and The Calcutta Stock Exchange Limited.

Auditors and Auditors' Report:

M/s. Paresh Thothawala & Co., Chartered Accountants, Ahmedabad, Statutory Auditors of the Company holds office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from them to the effect that their re-appointment, if made, would be within the limits prescribed under Section 141 and other applicable provisions, of the Companies Act 2013 and they are not disqualified for such re- appointment under the applicable provisions of the Companies Act, 2013 and rules made thereunder.

Based on the recommendations of the audit Committee, the Board of Directors of the Company proposes the re- appointment of M/s. Paresh Thothawala & Co., Chartered Accountants, as the Statutory Auditors of the Company.

Auditors' observations:

The Auditors in their Report dated 30th May, 2014 have made certain observations on the accounts for the year under review.

In reply to point No. 1,2 and 3 of Emphasis of Matter raised by the Statutory Auditors of the Company in their Independent Auditors' Report it is stated that the attachment of properties by the Bank is a legal process and the Company is taking all legal steps to protect the property. Further the Company is taking all steps to make the settlement of the matter and the Company is actively undertaking the settlement matter with the Banks. Further the Company is also making all its efforts to repay the debt and to release the property.

In reply to para 4 of the Independent Auditors' Report it is stated that the Company is making all its efforts to strengthen the internal controls over the generation and disposal of scrap. Even though the Company has during the current year implemented the process of strengthening of internal controls over generation and disposal of scrap by maintain the records and putting the required manpower for the same. The Board of Directors of the Company feels that the process of strengthening of internal controls is more costlier than the revenue generated.

In reply to sub Para (a) of Para (ix) of the Independent Auditors' Report it is stated that the Company could not pay VAT on due date on account of liquidity crunch. However, the Company has since then paid VAT on the fixed assets sold during the year.

In reply to Para (xi) of the Independent Auditors' Report it is stated that the Company is facing liquidity and financial crisis and consequently the Company is unable to pay to its Bankers. The Board of Directors of the Company are making all their efforts to protect legally properties of the Company and to repay the debt to the Bankers at the earliest.

In reply to Para (xv) of the Independent Auditors' Report it is stated that the Company at the time when M/s. Fairdeal Supplies Limited, a Group concern of the Company obtained the loan from the Banks, the financial conditions and other prospects of M/s. Fairdeal Supplies Limited were excellent. The Board of Directors of the Company did not forecast that loan availed by M/s. Fairdeal Supplies Limited will be defaulted. The Bankers of M/s. Fairdeal Supplies Limited have stipulated a condition to give the collateral and guarantee for the facilities to be availed by the Fairdeal Supplies Limited.

The Board of Directors of the Company would further like to state that it has already filed necessary petition before the respective authorities for compounding the matter.

Particulars of Employees:

The information required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particu- lars of the Employee) Rules, 1975 as amended to date is not attached as there are no employees who are in receipt of remuneration in excess of prescribed limits.

Material Changes and Events occurring after Balance Sheet:

There are no material changes and events occurring after the Balance Sheet date and upto the date of signing of the report, which may have any material impact on the operations of the Company.

Acknowledgement:

The Board of Directors of the Company takes this opportunity to thank the Banks, Financial Institutions, Central and State Government Authorities, regulatory Authorities, Customers, Suppliers, Shareholders and investors at large for their continued support to the Company and look forward to having the same support to the Company and look forward to having the same support in the years to come.

The Board of Directors of the Company also wish to place on record their deep and special appreciation for the unstinting diligence and dedication of the Company's employees.

                                  By order of the Board of Directors of
                                     Frontline Corporation Limited

Place : Ahmedabad                              Pawan K umar Agarwal
Date : August 25, 2014                           Managing Director