Mar 31, 2014
The Members of Frontier Leasing & Finance Limited
Mumbai
The Directors have pleasure in presenting the Thirtieth Annual Report
of the Company and the Audited Statements of Accounts for the Financial
Year (FY) ended 31st March, 2014.
1. Financial Results: Amt (in Rs.)
Particulars For the Year For the Year
ended on 31st ended on 31st
March, 2014 March, 2013
Income 3.04.07.381 1,86,92,242
Less: Expenses 1.41.56,440 37,43,996
Profit / (Loss) 1,62,50,941 1,49,48,246
before tax_
Less: Provision
for Taxation
Current Tax
Deferred Tax (60,04,000) (57,10,459)
13.336 26,192
Profit / (loss) 1,02,60,277 92,63,979
After Taxation
Less: Proposed 2,45,000 2,45,000
Dividend_
Less: Corporate 41,638 41,638
Dividend Tax
Less: Transfer to 20,52,055 18,52,796
Statutory
Reserve_
Add: Balance 2,25,96,865 1,54,72,320
Brought Forward from Last
Year
Balance Carried 3,05,18,449 2,25,96,865
Forward to
Balance Sheet
2. Operations
Your Company continues to be profitable, dividend paying and debt free
for the last three years. Profit after tax was 0.92 Crore and 1.23
Crore for Financial Year 2013 and 2012 respectively. In Financial Year
2014 total Income stood to Rs. 3.04 Crore with Profit after tax of Rs.
1.02 Crore. Key Highlights:-
- As on 30th June 14, the Assets under Management stood at Rs. 23.34
Crores with Gross NPA and Net NPA at 0%.
- During the year, the Company has built a Bill Discounting portfolio
of Rs. 12.24 Crores and Corporate Loan of Rs. 6.2 Crores as of 30th
June 14.
3. Dividend
Your Directors are pleased to recommend a Dividend of Rs 1/- Per Equity
share of Rs 10/- each for the Year end 31st March, 2014. The Dividend
if approved at the forthcoming Annual General Meeting will be paid out
of the profits of the Company. The Dividend will be paid to those
shareholders whose name appear on the Register of the Members of the
Company after giving effect to all the valid transfers lodged with the
share transfer agent on or before the 9th September, 2014 and to those
whose name appear as beneficial owners in the records of National
Securities Depository Limited (NSDL) and Central Depository Services
(India) Limited (CDSL) as on the said date. After considering the
Company''s profitability as well as working capital requirement for its
growth plans, your directors are pleased to recommend a final dividend
at the rate of 10% i.e. Re. 1/- per equity share. The dividend will be
declared in the ensuing Annual General Meeting based on approval by the
Shareholders.
4. Public Deposit: m
Your company has not accepted any
Deposits during the Year. Hence the provisions of Section 58A of the
Companies Act, 1956 or Section 73 & 74 of the Companies Act, 2013 and
the Companies (Acceptance of Deposits) Rules, 1975 and. Companies
(Acceptance of Deposits) Rules, 2014 are not applicable to the Company.
Companies (Acceptance of Deposits) Rules, 2014 are not applicable to
the Company. 5. Auditors:
M/s. Nisar & Kumar, Chartered Accountants, retire at the conclusion of
the ensuing Annual General Meeting. They have been Statutory Auditors
of the Company since Financial Year 2008 i.e for a continuous period of
4 years including Financial Year 2014. In terms of the Companies Act,
2013 ("the new Act") and the Rules framed thereunder, it is proposed to
appoint them as Statutory Auditors of the Company to hold office from
the conclusion of the Annual General Meeting, until the conclusion of
the 31st Annual General Meeting of the Company to be held in the Year
2017 (subject to ratification of their appointment by the Members at
every Annual General Meeting held after the ensuing Annual General
Meeting).
As required under the provisions of Section 139 (1) of the new Act, the
company has received a written consent from M/s Nisar & Kumar,
Chartered Accountants to their appointment and a Certificate, to the
effect that their re-appointment, if made, would be in accordance with
the new Act and Rules framed thereunder and that they satisfy the
criteria provided in Section 141 of the new Act.
The Members are requested to elect Auditors as aforesaid and fix their
remuneration.
6. Directors:
A] During the year, the following Directors resigned from the Board of
FLFL.
Sr. Name of DIN No. Designation Date of
No the Resignation
Director
1 Mr. 00023081 Non- 5th August,
Manish Executive 2014
Kedia Director
2 Mr. 00055499 Non- 5th August,
Narottam Executive 2014
Babulal Diretor
Vyas
3 Mr. Sridhar 00004272 Independent 30th June,
Srinivasan Director 2014
The Board extends its sincere appreciation to Mr. Sridhar Srinivasan,
Mr. Manish Kedia and Mr. Narottam Babulal Vyas for their valuable
guidance and support provided during their tenure as Directors in the
Company.
B] In accordance with the provisions of Section 149 of the Companies
Act, 2013 and the Rules made thereunder, which came into effect from
April 1, 2014, approval of the Members will be sought at the ensuing
Annual General Meeting of the Company for formalizing the appointment
of Mr. V.G Raghavan, Mr. Sridhar Srinivasan and Mr. Rajesh Kathuria as
Independent Directors of the Company, liable to retire by rotation, for
a term until September, 2017.
7. Subsidiary Company:
A wholly owned subsidiary of the Company named "Frontier Digital
Technologies Private Limited'' (FDTPL) was incorporated on 21st March,
2014. A statement containing brief financial details of FDTPL for the
year ended March 31, 2014 is included in the Annual Report.
8. Compliance:
The Company is registered with RBI as an Asset Financing Non Deposit
Accepting NBFC. The Company has complied with and continues to comply
with the applicable Regulations and Directions of the RBI and it does
not carry on any activities other than those specifically permitted by
the RBI.
9. Director''s Responsibility Statement:
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956 the Directors, based on the representation received from the
Operating management, confirm that:
(i) in the preparation of the annual accounts for the financial period
ended 31st March, 2014,the applicable accounting standards have been
followed and there are no material departures.
(ii) they have, in the selection of the accounting policies, consulted
the Statutory Auditors and these have been applied consistently and
reasonable and prudent judgments and estimates have been made so as to
give a true and fair view of the state of affairs of the Company as at
31st March, 2014 and of the profit of the Company for the year ended on
that date;
(iii) proper and sufficient care has been taken 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;
(iv) the annual accounts have been prepared on a going concern basis.
10. Consolidated Financial Statements
The Consolidated Financial Statements of the Company and its subsidiary
"FDTPL", prepared in accordance with Accounting Standard AS 21 form
part of this Annual Report. The Consolidated Financial Statements
presented by the Company include the financial results of its
subsidiary Company FDTPL.
11. Corporate Governance Report:
With the introduction of the new Companies Act, 2013 and the issue of
SEBI circular no. CIR/CFD/POLICY CELL/2/2014 dated April 17, 2014, the
provisions of amended Clause 49 of the Listing Agreement related to the
corporate governance would be applicable to the Company with effect
from 1st October, 2014. However, as a measure of good governance, the
Company complies with most of the requirements specified under Clause
49.
A summary of the Corporate Governance measures adopted by the Company
is given below:-
i. The Company recognizes its role as a corporate citizen and endeavors
to adopt the best practices and the highest standards of corporate
governance through transparency in business ethics, accountability to
its customers, government and others.
ii. The Company believes that good corporate governance practices
enable the management to direct and control the affairs of the Company
in an efficient manner and to achieve the Company''s goal of maximizing
value for all its stakeholders.
iii. The Board of Directors along with its Committees provides
leadership and guidance to the Company''s management and directs,
supervises and controls the activities of the Company.
iv. The size of the Board is commensurate with the size and business of
the Company. At present, the Board comprises of Mr. V.G Raghavan, Mr.
Sridhar Srinivasan, Mr. Sandeep Soni and Mr. Rajesh Kathuria. Mr. V G
Raghavan, Mr. Sridhar Srinivasan & Mr. Rajesh Kathuria are the Non -
Executive Independent Directors of the Company and Mr. Sandeep Soni is
the Executive, Whole Time Director of the Company.
v. Mr. Sandeep Soni was re-appointed as the Whole time Executive
Director of the Company for a period of 5 years commencing 1st April,
2014.
It was decided at the Nomination and Remuneration Committee Meeting
held on 25th March, 2014 and at a Board Meeting held on the same day,
to pay Remuneration of INR 3 lakhs per month with effect from 1st
April, 2014.
vi. The Board has constituted Committees with specific terms of
reference to focus on specific issues and ensure expedient resolution
of diverse matters. These include the Audit Committee, Nomination &
Remuneration Committee & Independent Directors Committee.
vii. The Audit Committee, Nomination and Remuneration Committee and the
Independent Directors Committee was constituted comprising three
Non-Executive (NE) Independent Directors viz. Mr. V.G Raghavan, Mr.
Sridhar Srinivasan and Mr. Rajesh Kathuria.
viii. Minutes of Meetings of all Committees of the Board are placed
before the Board for discussion/noting. A quarterly summary of the
minutes of the meetings of the Boards of the Company''s subsidiary FDTPL
is also placed before the Board for noting.
ix. During the year, Ms. Neha Sanghavi, Associate Member of The
Institute of Company Secretaries of India, was appointed as the Company
Secretary and Compliance Officer of the Company. The Company Secretary
is also the Secretary of all the aforementioned Committees.
x. The Company, Directors (including the Independent Directors) and its
employees have adopted the Code of Conduct and the same has been posted
on the Company''s website.
xi. The Company has adopted a Whistle - Blower Policy which provides a
formal mechanism for all employees of the Company to make protected
disclosures to the management about unethical behavior, actual or
suspected fraud or violation of the Company''s Code of Conduct. No
employee of the Company has been denied access to the Audit Committee.
xii. The Company''s website is www.flflindia.com
12. Accounts and Accounting Standards
The Company adheres to the Accounting Standards notified under the
Companies (Accounting Standard) Rules, 2006 in the preparation of its
financial statements and also to the guidelines prescribed by the RBI.
13. Conservation of energy, technology absorption, foreign exchange
earnings and outgo:
Information pertaining to section 217(1) (e) of the Companies Act, 1956
& 134 (3)(m) of the Companies Act, 2013 read with the Companies
(Disclosure of Particulars in the Report of Directors) Rules, 1988 and
Companies (accounts) Rules, 2014 with respect to conservation of
energy, technology absorption may be treated as NIL since your Company
is not a manufacturing Company.
During the year under review, the Company had NIL foreign exchange
earnings (Previous Year: NIL) and outgo (Previous Year: NIL)
14. Particulars of Employees:
The disclosures as required under Section 217(2A) of the Companies Act,
1956 read with Companies (Particulars of Employees) Rules, 1975 as
amended, is not required as there are no employees covered by it.
15. Disclosures:
The Company has made adequate disclosures regarding related party
transactions, contingent liabilities, and significant accounting policy
in the Notes to Accounts as an integral part of the Balance Sheet and
Profit & Loss Accounts.
16. Stock Exchanges - Compliance of Listing Agreements
The Company''s shares are listed at The Bombay Stock Exchange and the
Company has paid the listing fees to the Stock Exchange. Further, the
Company has demat connectivity with both the Depositories, NSDL and
CDSL and paid Annual Fees to both the Depositories.
17. Green Initiative
Section 136 of the Companies Act, 2013 and the Rules made there under
allow the Company to send its financial statements by electronic mode
to such members whose shareholding is in dematerialized format and
whose email addresses are registered with Depository for communication
purposes. As a responsible corporate citizen, the Company proposes to
effect electronic delivery of the Annual Report of the Company in lieu
of the paper form to the Members who have registered their email IDs
with the Depositories. However, as a matter of practice, a physical
copy of the Annual Report has also been sent to the members at their
address registered with the Company and the Depository Participants.
A copy of this Annual Report along with the Annual Report of each of
the Company''s subsidiaries for FY 2013-14 is also available on the
website of the Company viz. www .flflindia. com
18. Acknowledgement:
The Directors would like to place on record their gratitude for the
valuable guidance and support received from the Reserve Bank of India,
Securities and Exchange Board of India, Bombay Stock Exchange Limited
and other Government and Regulatory Authorities and convey their
appreciation to all the stakeholders, customers, bankers, lenders,
vendors and all business associated for their valuable and continuous
support and encouragement towards the conduct of the efficient
operations of the company.
By order of the Board
Sd/- Sd/-
Mr. Sandeep Soni Mr. Rajesh Kathuria
Director Director
Date: 11th August, 2014
Place: Mumbai
Mar 31, 2013
Dear Shareholders,
The Directors take pleasure in presenting the Twenty Ninth Annual
Report of the Company, together with the Audited Accounts thereon for
the year ended 31st March, 2013.
1. Financial Results:
( Amounts in INR)
Particulars For the Year For the Year
ended on 31st ended on 31st
March, 2013 March, 2012
Income 1,86,92,242 2,64,02,894
Less: Expenses 37,43,996 73,37,101
Profit / (Loss) before tax 1,49,48,246 1,90,65,793
Less: Provision for Taxation
- Current Tax (57,10,459) (67,67,305)
- Deferred Tax 26,192 43,267
Profit / (loss) After Taxation 92,63,979 1,23,41,755
Less: Proposed Dividend 2,45,000 2,45,000
Less: Corporate Dividend Tax 41,638 39,745
Less: Transfer to Statutory Reserve 18,52,796 24,68,351
Add: Balance Brought
Forward from Last 1,54,72,320 58,83,661
Year
Balance Carried Forward
to Balance Sheet 2,25,96,865 1,54,72,320
2. Operations:
Your Company continues to be profitable, dividend paying and debt free
since the last three years. Profit after tax was Rs. 0.52 Crore and Rs.
1.23 Crore for Financial Year 2011 and 2012 respectively. In Financial
Year 2013 total Income stood to Rs. 1.87 Crore with Profit after tax of
Rs. 0.93 Crore. As on 30th June 13, the Assets under Management stood
at Rs. 17.7 crore with Gross NPA and Net NPA at 0%.
During the year, the Company also successfully diversified into Bill
Discounting as a product line and has built a portfolio of Rs.6.5 crore
as of 30th June 13.
With plans to grow the business, the company is meaningfully engaged
with few large banks to raise bank credit. In this regard the company
also secured External Credit Ratings of BBB- (Investment Grade) from
Brickworks Ratings and Asset Finance Classification a credit rating
agency recognised by Reserve Bank of India.
The company continues to be fully compliant to various regulatory
requirements and bodies (viz. RBI, BSE, SEBI etc)
3. Dividend:
Your Directors are pleased to recommend a Dividend of Rs 1/- Per Equity
share (ie at the rate of 10%) of Rs 10/- each for the Year end 31st
March, 2013. The Dividend if approved at the forthcoming Annual General
Meeting will be paid out of the profits of the Company. The Dividend
will be paid to those shareholders whose name appear on the Register of
the Members of the Company after giving effect to all the valid
transfers lodged with the share transfer agent on 16th September 2013
and to those whose name appear as beneficial owners in the records of
National Securities Limited (NSDL) and Central Depository Limited
(NSDL) as on the said date. The dividend will be declared in the
ensuing Annual General Meeting based on approval by the Shareholders of
item no 2 of the notice.
4. Public Deposit:
Your company has not accepted any Deposits during the Year. Hence the
provisions of Section 58A of the Companies Act, 1956 and the Companies
(Acceptance of Deposits) Rules, 1975 are not applicable to the Company.
5. Auditors:
M/s. Nisar & Kumar, Chartered Accountants, who are the Statutory
Auditors of the company continue to hold the office until the
conclusion of Annual General Meeting and offer themselves for
re-appointment. The Company has received a certificate from them to the
effect that the re-appointment if made will be within the limits
prescribed under Section 224(1B) of the Companies Act, 1956.
6. Directors:
During the year, Mr. Srinivasan Sridhar & Mr. Rajesh Kathuria were
appointed as Additional Directors of the Company. Now they are proposed
to be appointed as Directors and the management of the Company welcomes
them on board. They would act in the capacity of Independent &
Non-Executive Directors of the Company.
Except the above, there has been no other change in the Board of
Directors of your Company.
7. Subsidiary Company:
On February 14th 2012, your Company had acquired 100% stake in AMW
Finance Limited. The Company has sold its entire shareholding held in
the Subsidiary Company namely M/s. AMW Finance Limited for Rs. 5 lacs
only (i.e. 50,000 equity shares at Rs. 10/- each). Accordingly, AMW
Finance Limited ceases to be a subsidiary of Frontier Leasing & Finance
Limited with effect from July 08, 2013. (Refer to 212 statement
annexed)
8. Corporate Governance Report:
The provisions related to the corporate governance pursuant to Clause
49 of the Listing Agreement are not applicable to the Company. However,
as a measure of good governance, the Company complies with most of the
requirements specified under Clause 49.
9. Director''s Responsibility Statement:
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956 your Directors state:
- that in the preparation of the annual accounts for the financial
period ended 31st March, 2013, the applicable accounting standards had
been followed along with proper explanation relating to material
departures;
- that the Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that were 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 the year under review;
- that the Directors had 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;
- That the Directors had prepared the accounts for the financial period
ended 31st March, 2013 on a going concern basis.
10. Conservation of energy, technology absorption, foreign exchange
earnings and outgo:
Information pertaining to section 217(1) (e) of the Companies Act, 1956
read with the Companies (Disclosure of Particulars in the Report of
Directors) Rules, 1988 with respect to conservation of energy,
technology absorption may be treated as NIL since your Company is not a
manufacturing Company. As regards Foreign Exchange earnings, the Board
wishes to state that there has been no inflow or outflow of foreign
exchange earnings.
11. Particulars of Employees:
The disclosures as required under Section 217(2A) of the Companies Act,
1956 read with Companies (Particulars of Employees) Rules, 1975 as
amended, is not required as there are no employees covered by it.
12. Disclosures:
The Company has made adequate disclosures regarding related party
transactions, contingent liabilities, and significant accounting policy
in the Notes to Accounts as an integral part of the Balance Sheet and
Profit & Loss Accounts.
13. Stock Exchanges  Compliance of Listing Agreements:
The Company''s shares are listed at The Bombay Stock Exchange and the
Company has paid the listing fees to the Stock Exchange. Further, the
Company has demat connectivity with both the Depositories, NSDL and
CDSL and paid Annual Fees to both the Depositories.
14. Acknowledgement:
The Board wishes to acknowledge and thank all the stakeholders for
their valuable support and encouragement towards the conduct of the
efficient operations of the company and would also place on record
their gratitude for the co-operation and assistance received from the
RBI and various departments of Central and State Governments and thank
them for their continued cooperation and support.
By order of the Board
Mr. V.G. Raghavan
(Director)
Mr. Sandeep Soni
(Director)
Date: 8th August, 2013
Registered Office:
7th Floor, Tower 1,
Equinox Business Park,
Peninsula Techno Park, Off
Bandra Kurla Complex, LBS
Marg, Kurla (West), 400070
Mar 31, 2012
The Directors take pleasure in presenting the Twenty Eighth Annual
Report of the Company, together with the Audited Accounts thereon for
the year ended 31st March, 2012.
1. Financial Results:
(Amt in Rs.)
Particulars For the Year For the Year
ended on 31st ended on 31st
March, 2012 March, 2011
Income 2,64,02,894 1,21,83,504
Less: Expenses 73,37,101 35,91,618
Profit/(Loss) before tax 1,90,65,793 85,91,886
Less: Provision for Taxation
- Current Tax (67,67,305) (31,10,000)
- Deferred Tax 43,267 (2,92,509)
Profit/(loss) After
Taxation 1,23,41,755 51,89,377
Less: Proposed Dividend 2,45,000 2,45,000
Less: Corporate Dividend Tax 39,745 39,745
Less: Transfer to Statutory
Reserve 24,68,351 10,37,875
Add: Balance Brought Forward
from Last Year 58,83,661 20,16,904
Balance Carried Forward to
Balance Sheet 1,54,72,320 58,83,661
During the year the Company has stock on hire of Rs. 16,84 Crs, gross
finance charges of 2.54 Crs. and earned a profit before tax of Rs. 1.90
Crs. Product consolidation and efficiency in business operations have
resulted in an improved profitability of your Company during the year.
Even in the difficult market, the Company has continued to book a
profit as a result of better management, cost efficiencies thus
resulting in decent net interest margins.
Going forward the company is planning to capitalize and raise debt to
build retail loan book of commercial vehicle and construction equipment
finance. The priority sector portfolio with prudent lending shall
further improve the profitability of the business.
2. Dividend:
After considering the Company's profitability as well as working
capital requirement for its growth plans, your directors are pleased to
recommend a final dividend at the rate of 10% i.e. Re. 1/- per equity
share. The dividend will be declared in the ensuing Annual General
Meeting based on approval by the Shareholders. The total payment on
account of dividend (including Dividend Distribution Tax @ 16.225%)
shall be Rs. 2,84,745/-.
3. Auditors:
M/s. Nisar & Kumar, Chartered Accountants, Auditors of your Company
retire from the office of the Auditors and are eligible for
re-appointment The Company has received a certificate from them to the
effect that the re-appointment if made will be within the limits
prescribed under Section 224(1) of the Companies Act, 1956,
The observations made by the auditors are self-explanatory.
4. Directors;
In accordance with the provisions of the Companies Act, 1956 and the
provision of the Article of Association of the Company Mr. N.B. Vyas,
being director is liable to retire by rotation and being eligible
offers himself for reappointment at the ensuing Annual General Meeting.
During the year, Mr. Sandeep Soni was appointed as an Additional
Director of the Company. Now he Is proposed to be appointed as
Director and the management of the Company welcomes him on board. He
would act in the capacity of Chief Executive officer of the Company.
Except the above, there has been no other change in the Board of
Directors of your Company.
5. Subsidiary Company:
On February 14th 2012, your Company acquired 100% stake in AMW Finance
Limited. The main objects of the said wholly owned company is hire
purchase, leasing and all types of loans for vehicle financing.
As required under the provisions of Section 212 of the Companies Act,
1956 statement of the holding company's interest in the subsidiary
companies is attached as Annexure 1 and forms part of this report.
In terms of approval granted by the Central Government under Section
212(8) of the Companies Act, 1956, a copy of the Balance Sheet, Profit
and Loss Account, Report of the Board of Directors and the Report of
the Auditors of the Subsidiary Company has not been attached with the
Balance Sheet of the Company. The Company will make available these
documents/details upon request by any investor of the Company or its
subsidiaries.
The Annual Accounts of the subsidiary is available for inspection by
the investors at the registered office of the Company.
6. Corporate Governance Report:
The provisions related with the corporate governance pursuant to clause
49 of the Listing Agreement are not applicable to the Company. However,
as a measure of good governance, the Company complies with most of the
requirements specified under clause 49.
7. Directors Responsibility Statement:
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956 your Directors state:
- that in the preparation of the annual accounts for the financial
period ended 31st March, 2012, the applicable accounting standards had
been followed along with proper explanation relating to material
departures;
- that the Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that were 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 loss of the
Company for the year under review;
- that the Directors had 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;
- That the Directors had prepared the accounts for the financial period
ended 31st March, 2012 on a going concern basis.
8. Conservation of energy, technology absorption, foreign exchange
earnings and outgo:
Information pertaining to section 217(1) (e) of the Companies Act, 1956
read with the Companies (Disclosure of Particulars In the Report of
Directors) Rules, 1988 with respect to conservation of energy,
technology absorption may be treated as NIL since your Company is not a
manufacturing Company. As regards Foreign Exchange earnings, the Board
wishes to state that there has been no inflow or outflow of foreign
exchange earnings.
9. Public Deposits
During the year under review, the Company has neither invited nor
accepted any deposits from the public and there are no unclaimed
deposits lying with the Company as on March 31, 2012.
10. Particulars of Employees:
The disclosures as required under Section 217(2A) of the Companies Act,
1956 read with Companies (Particulars of Employees) Rules, 1975 as
amended, is not required as there are no employees covered by it.
11. Disclosures:
The Company has made adequate disclosures regarding related party
transactions, contingent liabilities, and significant accounting policy
in the Notes to Accounts as an integral part of the Balance Sheet and
Profit & Loss Accounts.
12. Stock Exchanges - Compliance of listing Agreements
The Company's shares are listed at The Bombay Stock Exchange and the
Company has paid the listing fees to the Stock Exchange. Further, the
Company has demat connectivity with both the Depositories, NSDL and
CDSL and paid Annual Fees to both the Depositories.
13. Acknowledgement:
Your Directors wish to place on record their gratitude for the
co-operation and assistance received from the RBI, shareholders and
various departments of Central and State Governments and thank them for
their continued cooperation and support.
By order of the Board
Sd/- Sd/-
Mr. V.G. Raghavan Mr. Sandeep Soni
Director Director
Date: 8th August, 2012
Place: Mumbai
Mar 31, 2010
The Directors take pleasure in presenting the Twenty Sixth Annual
Report of the Company, together with the Audited Accounts thereon for
the year ended 31st March, 2010.
1. Financial Results:
Particulars For the Tear For the Tear
ended on 31st ended on 31st
March, 2010 March, 2009
(in Rs) (in Rs )
Currents Years Loss (287,991) (113,918)
Less: Provision for Taxation
- Current Tax
- Deferred Tax 30,288 26,464
Profit / (loss) After Taxation (257,703) (87,454)
Add: Balance Brought Forward from Last
Year 2,274,606 2,362,060
Balance carried forward to the Balance
Sheet 2,016,903 2,274,606
2. Change in Management & Operations:
Essar Capital Finance Private Limited, an Indian Company belonging to
Essar Group (hereinafter referred to as "ECFPL") had entered into an
Agreement with the promoters of your Company, for acquisition of 62.63%
of the equity capital of the Company at a negotiated price of Rs.30/-
per share.
Consequently, as required under SEBI (Substantial Acquisition of Shares
and Takeovers) Regulations, 1997, ECFPL made an open offer for
acquisition of further 20% of equity capital of the Company at a price
of Rs.30/- per share, to the shareholders of the Company. By closure of
this open offer, additional 9.45 % of the equity capital of the Company
had been acquired by ECFPL.
With new management in place, it is proposed to acquire the Finance
Undertaking from India Securities Limited ("ISL"), an Indian Company,
on going concern basis. The terms and conditions of this acquisition
would be determined after receipt of necessary approvals by ISL and the
Company. The Finance Undertaking mainly comprises of financing of
commercial vehicles. The proposed business is in accordance with the
"future plans" as contained in the Letter of Offer issued by the new
Promoters of the Company at the time of Open Offer process.
The Company continues to be a Non Banking Financial Company (not
accepting public deposits).
3. Dividend:
In view of losses, your Directors do not recommend any dividend for the
year.
4. Directors:
The Board at its meeting held on 17th May, 2010 appointed Mr. N. B.
Vyas as an Additional Director in accordance with section 260 of the
Companies Act, 1956 and article 86 of the Articles of Association of
the Company.
Furthermore, w.e.f. 12th August, 2010, Mr. V. G. Raghavan and Mr. S. M.
Lodha has been appointed on the Board as an Additional Directors of the
Company in accordance with section 260 of the Companies Act, 1956 and
article 86 of the Articles of Association of the Company.
Mr. Vijay Sawant, Mr. Vaibhav Sawant and Mrs. Sheela Sawant, who has
been on the Board of the Company since December 15, 2007, stepped down
from the Board of Directors with effect from August 12, 2010.The
Directors place on record place on record their appreciation for the
valuable services rendered by Mr. Vijay Sawant, Mr. Vaibhav Sawant and
Mrs. Sheela Sawant, during their tenure as Directors of the Company.
5. Auditors:
M/s. J. S. Bhatia & Co., Chartered Accountants, statutory auditors of
the Company has tendered their resignation as statutory auditors of the
Company. Subsequently, it is proposed to appoint Nisar and Kumar,
Chartered Accountants, as the statutory auditors of the Company for the
financial year 2010-2011. The Company has received special notice
within the meaning of section 225(1) of the Companies Act, 1956, from a
member proposing to appoint Nisar and Kumar, Chartered Accountant as
Statutory Auditors of the Company.
Nisar and Kumar have communicated their consent and confirmation that
their appointment, if made, would be within the limits prescribed under
Section 224(1 B) of the Companies Act, 1956. No representation referred
to in section 225(3) of the Companies Act, 1956 has been received from
the retiring auditors.
Accordingly, the members approval is being sought to their appointment
as the Statutory Auditors of the Company at the ensuing Annual General
Meeting.
There are no audit qualifications/adverse remarks in the Auditors
Report to the shareholders on the Accounts of the company for the year
ended March 31,2010.
6. Registered Office:
For the sake of administrative and managerial convenience, the
registered office of the Company was shifted from 21,22 2nd Floor, Arsa
Shopping Centre, S. V. Road, Andheri(West), Mumbai - 400 058 to Essar
House, 11, K. K. Marg, Mahalaxmi, Mumbai - 400 034.
7. Holding Company:
During the current financial year, your Company became a subsidiary of
Essar Capital Finance Private Limited, an Indian Company.
8. Corporate Governance Report:
The provisions related with the corporate governance pursuant to clause
49 of the Listing Agreement are not applicable to the Company. However,
as a measure of good governance, the Company complies with most of the
requirements specified under clause 49.
9. Directors Responsibility Statement:
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956 your Directors state:
- that in the preparation of the annual accounts for the financial
period ended 31st March, 2010, the applicable accounting standards had
been followed along with proper explanation relating to material
departures;
- that the Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that were 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 loss of the
Company for the year under review;
- that the Directors had 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;
- that the Directors had prepared the accounts for the financial period
ended 31st March, 2010 on a going concern basis.
10. Conservation of energy, technology absorption, foreign exchange
earnings and outgo:
Information pertaining to section 217(1) (e) of the Companies Act, 1956
read with the Companies (Disclosure of Particulars in the Report of
Directors) Rules, 1988 with respect to conservation of energy,
technology absorption may be treated as NIL since your Company is not a
manufacturing Company. As regards Foreign Exchange earnings, the Board
wishes to state that there has been no inflow or outflow of foreign
exchange earnings.
11. Public Deposits
During the year under review, the Company has neither invited nor
accepted any deposits from the public and there are no unclaimed
deposits lying with the Company as on March 31,2010.
12. Particulars of Employees:
The disclosures as required under Section 217(2A) of the Companies Act,
19S6 read with Companies (Particulars of Employees) Rules, 1975 as
amended, is not required as there are no employees covered by it.
13. Acknowledgement:
Your Directors wish to place on record their gratitude for the
co-operation and assistance received from the banks, shareholders and
various departments of Central and State Governments and thank them for
their continued cooperation and support.
By Order of the Board
Director Director
Date: 06/09/2010
Place: Mumbai
Mar 31, 2009
The Directors have pleasure in presenting their Annual Report on the
business operations of the Company along with the Statement of Audited
Accounts for the year ended 31st March, 2009.
Financial Results:
(Amount in Rupees)
Particulars Year Ended Year Ended
31st March, 31st March,
2009 2008
Total Income 4,862 4,95,763
Profit/(Loss) before
Depreciation & (1,11,086.52) 3,30,785
Taxation
Less: Depreciation 2,832 3,626
Profit/(Loss) before Tax (1,13,918.52) 3,27,159
Less: Provision for Tax
Current Tax - (51,834)
Deferred Tax 26,464 1,30,011
Net Profit/(Loss) after Tax (87,454.52) 4,05,653
Balance brought forward
from Last 23,58,335.95 19,52,682.95
year
Excess/ Short Provision for Tax - -
Transfer to Statutory Reserve - -
Balance carried forward
to Balance 22,70,881.43 23,58,335.95
Sheet
Year under Review:
During the year under review, income from operations has been reduced
to Rs.4,862 as compared to Rs. 4,95,763 in the previous year. The Loss
before Depreciation and Taxation stood at Rs. 1,11,086.52. After
providing for depreciation and taxation, the Company has registered a
Net Loss of Rs. 87,454.52 as against Net Profit of Rs. 4,05,653 in the
previous year.
Your Company continues to be cautiously optimistic about its growth
prospects for the current financial year.
Dividend:
With a view to conserve resources for the future operations of the
Company, your Directors do not recommend payment of dividend for the
year under review.
Directorsà Responsibility Statement:
Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors
confirm the following:
. that in the preparation of the annual accounts, the applicable
standards have been followed.
. that they have 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 affaires of
the Company at the end of the financial year and of the profit of the
Company for that year.
. that they have 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.
. That the attached Statement of Accounts for the year ended March 31,
2009 has been prepared on a going concern basis.
Directors:
Mr. Vijay Sawant, Director of the Company retires at the ensuing Annual
General Meeting and being eligible offers himself for reappointment as
Director.
Auditors:
M/s. J. S. Bhatia & Co., Chartered Accountants, retires as auditors of
the Company at the ensuing Annual General Meeting and offers himself
for reappointment.
With regard to the Auditors observations, the same have been duly
explained in the notes, hence does not require any further
clarifications.
Auditorsà Report:
Observations made in the Auditorsà Report are self-explanatory and
therefore, do not call for any further comments under Section 217(3) of
the Companies Act, 1956.
Secretarial Compliance Certificate:
Secretarial Compliance Certificate as required under section 383A(1) of
the Companies Act, 1956 as amended by the Companies (Amendment) Act,
2000 issued by M/s. Martinho Ferrao & Associates, Company Secretaries
in Practice is attached herewith.
Fixed Deposits:
During the year under review, the Company has not accepted or renewed
any deposits within the meaning of Section 58A of the Companies Act,
1956 and the Companies (Acceptance of Deposits) Rules, 1975.
Particulars of Employees:
During the year under review, none of the employees of the Company was
in receipt of remuneration aggregating Rs.24,00,000/- or more per
annum, if employed throughout the year, or Rs.2,00,000/- or more per
month, in case employed for part of the year. Hence, there are no
particulars to be annexed to this report as required under Section 217
(2A) of the Companies Act, 1956 and the rules made thereunder.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings And Outgo:
The requirements of disclosures in terms of Section 217(1)(e) of the
Companies Act, 1956, read with the Companies (Disclosures of the
Particulars in the Report of the Board of Directors) Rules, 1988
pertaining to the conservation of energy and technology absorption are
not applicable to the Company due to the very nature of the industry in
which it operates.
During the year under review, there was no foreign exchange earnings
and outgo.
Acknowledgements:
The Directors wish to express their gratitude to the bankers, clients
and all the business associates for their continuous support to the
Company and to the Shareholders for the confidence reposed in the
CompanyÃs management. The Directors also convey their appreciation to
the employees at all levels for their enormous personal efforts as well
as collective contribution.
FOR AND ON BEHALF OF THE BOARD
For Frontier Leasing and Financing Limited
Sd/- Sd/-
Place: Mumbai Vijay Sawant Vaibhav Sawant
Date: 04th September,
2009 Director Director