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Directors Report of Frontline Securities Ltd.

Mar 31, 2017

Dear Members,

The Directors of your Company take pleasure in presenting this Twenty Third Annual Report along with the Audited Financial Statements for the financial year ended March 31st” 2017.

FINANCIAL RESULTS

The financial performance of the Company, for the year ended March 31st, 2017 is summarized below:

(Rs. In Lakhs)

Particulars

2016-17

2015-16

Gross Income

560.00

479.89

Profit before Depreciation and Amortization Expenses, Finance Costs and Tax Expenses

495.08

403.14

Finance Costs

(0.01)

(0.06)

Depreciation & Amortization expenses

(3.42)

(4.11)

Profit before Tax

491.65

398.97

Current Tax

(88.92)

(71.02)

MAT Credit

46.85

29.34

Deferred Tax

0.39

(3.32)

Profit for the year

449.97

353.97

Add: Balance in Profit & Loss Account

1845.96

1606.89

Total

2295.93

1960.86

Less: Appropriation:

Transferred to RBI Reserve

89.99

70.79

Proposed Dividend on equity shares

35.93

35.93

Proposed Dividend Tax

7.52

7.52

Contingency Provision against Standard Assets

(1.26)

0.40

Short Provision of Income Tax made in the previous year

0.06

0.26

Closing Balance

2163.69

1845.96

REVIEW OF OPERATIONS

During the year under review, the Company had achieved a Gross Income of Rs. 560 Lakhs as against Rs 479.89 Lakhs in the previous year. The profit before tax stands at Rs.491.65 Lakhs as against Rs.398.97 Lakhs in the previous year.

The improvement in the profitability of the Company had been due to improvement in Indian Stock Market. During the year under review, NIFTY grew from 7713.05 as on 1st April, 2016 to 9173.75 as on 31st March, 2017. Due to this, the investment gave better returns, leading to improved performance of the Company.

STATE OF COMPANY AFFAIRS

During the year under review, the Company operates in one geographical segment i.e. India & has identified two business segments i.e. Segment-I which is Consultancy, Commission & Brokerage and Segment-II Investments in Bonds, Fixed deposits & Loan & Advances.

FUTURE OUTLOOK

The various steps taken by the Government in the last 3 years have created a better business environment and barring unforeseen circumstances, we expect a better capital market in coming years which will improve Company''s performances. Besides, the Company has started adding new customers to the business of Mutual Fund Distribution as the restrictive instructions of Reserve bank of India on the Mutual Fund Distribution have been withdrawn. Your Company has also started strengthening its human resources and expects improved result in the year to come.

MATERIAL EVENTS OCCURING BETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT

Ms. Richa Arora (Company Secretary) has been appointed as an Additional Director and Whole Time Director of the Company w.e.f. 29.05.2017.

RBI GUIDELINES

The Company has complied with the Regulations of the Reserve Bank of India as on 31st March, 2017, as are applicable to it as a Non-Banking Financial Company.

DEPOSITS

The Company has not accepted any public deposits during the year, within the meaning of Section 72 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules 2014 and Section 2 (i) (xii) of the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions 1998.

There was no unclaimed deposit as on 31st March, 2017.

RESERVE FUND

As per section 45IC of RBI Act 1934, the Company has transferred Rs.89.99 Lakhs in RBI reserve fund i.e. aggregating of 20% of its net profit.

DIVIDEND

Considering profits during the current year, the Board has recommended a final dividend @ 5 % (i.e. Rs. 0.5 per Equity Share) for the financial year ended 31st March, 2017.

LISTING OF EQUITY SHARES

The equity shares of the Company are listed on the Bombay Stock Exchange Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400001. The Listing Fees for the financial year under review has been paid by the Company.

SHARE CAPITAL

During the year under review, the Company has neither issued Shares with differential voting rights, nor granted stock option and Sweat Equity Shares.

DIRECTORS

The Board of the Company is structured in accordance with the requirements of Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There is adequate number of Independent Directors on the Board of the Company.

The Details of Board Composition & its Meetings are given in the Corporate Governance Report.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Rakesh k. Jain, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for reappointment. The brief resume and other details as required under Listing (obligation and Disclosures Requirements) Regulations, 2015, are provided in the Explanatory Statement Annexed to Notice.

Further Company has Appointed Ms. Richa Arora, Company Secretary, as a Whole time Director of the Company for the Period of Five Years in its Meeting held on 29.05.2017 subject to approval of Members in the Ensuing Annual General Meeting.

KEY MANEGERIAL PERSONNEL

Presently, Ms. Swarna Gowri S, Chartered Accountant is the Chief Financial Officer of the Company. Ms. Bhawna Grover and Mr. Lav Agarwal were the Chief Financial Officers during the year and resigned from the said post w.e.f. 09th May, 2016 & 1st November, 2016 respectively.

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received declaration from Dr. Charanjeet Singh Bedi, Mr. Baljit Singh Bedi, Mr.Arun K. Jain and Mr. Atul K. Jain, the Independent Directors of the Company confirming that they meet with the criteria of Independence as prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

POLICY ON APPOINTMENT & REMUNERATION

In respect of Nomination and Remuneration of Directors, the Company has adopted the following policies:

a) Policy for selection of Directors and determining Director''s independence: and

b) Remuneration Policy for Directors, Key Managerial Personnel and other employees.

The above mentioned policies of the Company are attached herewith marked as Annexure I and Annexure II.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has put in place a familiarization program for the Independent Directors, their roles, rights, responsibilities in the Company and related matters. Quarterly updates on relevant statutory matters are also informed to Directors.

Details of familiarization program are available on the website of the Company at the link http://fslmdia.com/pdf/FAMIT lARIZATION PROGRAMMES.pdf.

PERFORMANCE EVALUATION

The Company has devised a Policy for performance evaluation of Independent Directors, Board & its Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors.

The evaluation of all Directors, the Board as a whole and its committees was conducted based on the criteria and framework adopted by the Board.

Your Directors makes the following statement in terms of Section 134(3) of

Companies Act, 2013:

a) In the preparation of the annual accounts for the year ended March 31st, 2017, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) The Directors 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 affairs of the Company as at March 31st, 2017 and of the profit of the Company for the year ended on that date;

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

d) The Directors have prepared the annual accounts on a ''going concern'' basis;

e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

g) The Company''s Internal Auditor have conducted periodic audit to provide reasonable assurance that the Company established policies and procedure have been followed.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE

Being a NBFI (Non-Banking Financial Institution), the Company is exempted under Section 186(11) of the Companies Act, 2013.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND

FOREIGN EXCHANGE EARNINGS AND OUTGO

A) Conservation of Energy & Technology Absorption

Particulars under Companies (Accounts) Rules, 2014 on conservation of energy, Technology absorption are not applicable to your Company. Accordingly no disclosure has been made in this regard.

B) Foreign Exchange Earnings and Outgo

The company has neither earned nor spent any foreign exchange during the year under review.

RELATED PARTY TRANSACTIONS

All contracts / arrangements / transactions entered by the Company during the financial year with related party(s) were in the ordinary course of business and on an arm''s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website at the link: http://fslindia.com/pdf/RPT.pdf

Particulars of contracts or arrangement with related parties during the year under review are provided in AOC-2 as Annexure III.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of Section 135 and Schedule VII of the Companies Act, 2013, the Company has a Corporate Social Responsibility (CSR) Committee which comprises total three members of which two Members including Chairman of the Committee are Independent Directors. Details of Committee & its meeting are given in Report on Corporate Governance.

The CSR Policy may be accessed on the Company''s website at the link: http://www.fslindia.com/pdf/csr%201.pdf

During the year, the Company has spent Rs. 9.60 Lakhs (2.003% of the average net profits of last three financial years) on CSR activities.

The Annual Report on CSR activities is annexed herewith as Annexure IV.

AUDITORS AND AUDITORS'' REPORT

i) Statutory Auditors:

J. Jain & Company a Statutory Auditor of the Company has expressed its inability to continue as Statutory Auditor. The Company received their resignation and their term of office will conclude w.e.f 8th May, 2017

The Board of Directors places on record its appreciation for the services rendered by M/s J. Jain & Company as a Statutory Auditor of the Company.

Pursuant to section 139 of the Companies act, 2013, the Board of Directors of the Company has appointed M/s Walecha Inder & Associates, Chartered Accountants (FRN: 014205N) as a Statutory Auditor to fill the Casual vacancy and recommends the appointment of same to the shareholders for their approval on such remuneration plus service tax, out pocket expenses etc. as may be mutually agreed upon by Board of Directors and the Auditors.

Further the Board recommends the Appointment M/s Walecha Inder & Associates, Chartered Accountants (FRN: 014205N) as a Statutory Auditor for the period of Five Years Commencing from the Company''s Financial year 01st April, 2017 to hold the office from the conclusion of 23 rd Annual General meeting till the conclusion of 28th Annual General Meeting to be held in 2022 Subject to the ratification of their appointment by the Members at every intervening Annual General Meeting.

The Report of the Auditor on the Financial Statements including relevant notes on the Accounts for the Financial Year ended March 31st , 2017 are self-explanatory and therefore do not call for any further comments. During the year under review, auditor had not reported any matter under Section 143(12) Companies Act, 2013. Therefore no detail is required to be disclosed under section 134(3) of the Act, 2013.

ii) Secretarial Audit:

The Board has re-appointed M/s Jain Aarti & Associates, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2016-17. The Secretarial Audit Report for the financial year ended March 31, 2017 is annexed herewith marked as Annexure V to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

iii) Internal Auditor:

Pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of Companies (Accounts) Rules, 2014, the Board has appointed VMG & Company, Chartered Accountants firm as Internal Auditor of the Company for the Financial Year 2017-18.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith in MGT-9 as Annexure VI to this Report.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operations were observed.

VIGIL MECHANISM &WHISTLE BLOWER POLICY

The Company believes in conducting its affairs in fair & transparent manner by adopting highest standards of professionalism, honesty, integrity & ethical behavior. The Company is committed to develop a culture where it is safe for all employees to raise concern about any wrongful conduct. For this the Company has established a Vigil Mechanism for directors and employees to report genuine concerns.

As per the Company''s policy, any personnel can approach the Audit Committee. However no such instance has been reported during the year under review.

The Vigil Mechanism Policy may be accessed on the website of the Company at http://www.fslindia.com/pdf/FSL VIGIL%20MECHANISM%20AND%20whistle -blower-policy.pdf

SIGNIFICANT AND MATERIAL ORDERS

There are no orders passed by the any regulatory authorities or courts or tribunal which would impact the going concern status of the Company and its operation in future.

RISK MANAGEMENT

In the terms of RBI Guidelines for NBFI (Non Banking and Financial Institution), the Board of Directors has constituted a Risk Management Committee for

a. Evaluating the various risks impacting the Company; and

b. Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputation and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

The risk management policy of the Company may be accessed on website of the Company under the http://www.fslindia.com/pdf/RISK%20MNGT.pdf link.

AUDIT COMMITTEE

The Audit Committee comprises of four members of which all members including Chairman of the committee are Independent Directors. During the year four meetings were convened and held. Details of the same are provided in Report on Corporate Governance.

CORPORATE GOVERNANCE

The Company has taken adequate steps to ensure compliances with the provision of corporate governance as prescribed under SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015.

A separate section on Corporate Governance Practices followed by the Company together with Certificate from Company''s Auditor & CFO confirming the compliance of Corporate Governance forms an integral part of this Annual Report as Per Regulation 34 & Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company is an equal opportunity employer and consciously strives to build a work culture that promotes dignity of all employees. As required under the provisions of Sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed there under, the Company has implemented a policy on prevention, prohibition and redressal of Sexual harassment at workplace. All women, permanent, temporary or contractual including those of service provider are covered under this policy. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment . There were No Complaints received from any employee during the financial year 2016-17 and hence no complaint is outstanding as on 31.03.2017 for redressal.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report comprising an overview of the financial results, operations/performances and future aspects form part of this annual report.

PARTICULARS OF EMPLOYEE

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Non-executive Directors

Ratio to median remuneration

No remuneration has been paid to Non-executive directors

Executive Directors

Ratio to median remuneration

Gauri Shanker Pandey

1.87

b. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the Financial Year:

Directors, Chief Executive Office, Chief Financial Officer and Company Secretary

% increase in remuneration in the financial year

Gauri Shanker Pandey (Whole Time Director)

NIL*

Richa Arora ( Company Secretary)

NIL*

Swarna Gowri S. ( Chief Financial Officer)

NA**

* There was no increase in the salary.

** Not Applicable, as this being the first year of payment of salary to

Ms. Swarna Gowri S.

c. The percentage increase in the median remuneration of employees in the financial year :11.70%

d. The number of permanent employees on the rolls of Company: 6 (as on 31st March, 2017.)

e. The explanation on the relationship between average increase in remuneration and Company performance: Increment is given keeping in mind the performance of employees, performance of company, general inflation etc.

f. Comparison of the remuneration of the key managerial personnel against the performance of the Company:

Aggregate remuneration of key managerial personnel

15.51

(KMP) in FY 2016-17 (Rs. In Lakhs)

Revenue (Rs. Lakhs)

560

Remuneration of KMPs (as % of revenue)

2.77%

Profit before Tax (PBT) (Rs. Lakhs)

491.65

Remuneration of KMP (as % of PBT)

3.15%

g. Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year:

Particulars

March 31, 2017 (A)

March 31, 2016 (B)

Change (A-B)

Market Capitalizations (Rs. Lakhs)

2774.06

1851

923.06

Price Earnings Ratio (No. of Times )

6.54

5.22

1.32

h. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration :

The percentage increase in the median remuneration of employees in the financial year is 11.70% whereas increase in the managerial remuneration for the year was 3.46%

i. Comparison of each remuneration of the key managerial personnel against the performance of the Company:

Whole Time Director

Company Secretary

Chief Financial Officer

Remuneration in FY16-17 (Rs. In Lakhs)

7.08

3.11

4.95

Revenue ( Rs. In Lakhs)

560

Remuneration as % of Revenue

1.26

0.55

0.88

Profit before Tax (PBT) (Rs. in Lakhs)

491.65

Remuneration (as % of PBT)

1.44

0.63

1.01

j. The key parameters for any variable component of remuneration availed by the directors: NIL

k. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: NIL

l. Affirmation that the remuneration is as per the remuneration policy of the Company: the Company hereby affirms that remuneration is paid as per the remuneration policy of the Company.

m. No information as required under Section 197(12) of the Act read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been furnished, as during the year no employee was in receipt of remuneration in excess of the prescribed limits.

ACKNOWLEDGEMENT

Your Directors express their sincere thanks and gratitude to the Company''s esteemed Shareholders, Clients, Associates, Financial Institutions, Bankers, the Securities and Exchange Board of India, Bombay Stock Exchange Limited, Reserve Bank of India and other Government Departments for their valuable contribution and whole hearted support.

We also acknowledge the sincere and dedicated efforts put in by the employees of the Company at all levels.

For On behalf of the Board of Directors

For Frontline Securities Limited

Place: Noida Rakesh K. Jain

Date: 29.05.2017 Chairman

DIN : 00050524


Mar 31, 2015

Dear Shareholders,

The Directors take pleasure in presenting their Twenty-first Annual Report along with the audited financial statements for the financial year ended March 31, 2015.

FINANCIAL RESULTS

The financial performance of the Company, for the year ended March 31, 2015 is summarized below:

(In Lacs)

Particulars 2014-2015 2013-2014

Gross Income 658.08 553.64

Profit before Depreciation and Amortization Expenses, 572.61 473.59

Finance Costs and Tax Expenses

Finance Costs (0.13) (0.05)

Depreciation & Amortization expenses (3.73) (3.91)

Profit before Tax 568.75 469.63

Current Tax (104.21) (137.96)

MAT Credit 5.56 -

Deferred Tax 7.21 2.08

Profit for the year 477.31 333.75

Add: Balance in Profit & Loss Account 1314.76 1884.74

Total 1792.07 2218.49

Less: Appropriation:

Impact of Deprecation 3.74 -

Transferred to RBI Reserve 95.46 66.75

Proposed Dividend on equity shares 71.87 71.87

Proposed Dividend Tax 14.37 12.21

Contingency Provision against Standard Assets 0.10 (1.34)

Amount used for Buy Back - 753.43

Short Provision of Income Tax made in the previous year (.36) 0.81

Closing Balance 1606.89 1314.76

PERFORMANCE OF THE COMPANY

During the year under review, the Company has earned Profit before Tax of Rs. 568.75 Lacs as against previous year Rs. 469.63 Lacs. The Company's Profit after tax for the current year is Rs. 477.31 Lacs as against previous year of Rs. 333.75 Lacs.

The major business segments of the Company included Commission and Brokerage ,Income received for providing services to its clients in respect of wealth management, Mutual Fund Distribution, Corporate Advisory. The Company's affairs were smoothly managed by the Board of Directors of the Company

FUTURE OUTLOOK

The year under review has seen improved market environment due to formation of new Government with majority. However, during the year under review, the company could not add to its mutual fund distribution business due to restrictive instruction of Reserve Bank of India. This will lead to de-growth of fee based business. However, considering improved market conditions, the company anticipates to cover up the gap by investment activities (barring unforeseen circumstances).

DIVIDEND

As in the previous year, this year also the Directors have recommended dividend @ 10% (i.e. Re. 1 per equity share) for the financial year ended March 31, 2015.

LISTING OF EQUITY SHARES

The equity shares of the Company are listed on the Bombay Stock Exchange Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400 001.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Rakesh K. Jain, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for reappointment.

Mr. Avinash Chandra resigned from the post of Company Secretary, w.e.f April 13, 2015 and on the said date Mrs. Ekta Karwa was appointed as Company Secretary who due to personal reasons continued in office only till July 29, 2015.

The Company has now appointed Mr. Yatandra Singh Pal as Company Secretary w.e.f. July 29, 2015.

The Board of the Company is structured in accordance with the requirements of Companies Act, 2013 and the Listing Agreement. There is adequate number of Independent Directors on the Board of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

The Company has put in place a familiarization program for the Independent Directors, their roles, rights, responsibilities in the Company and related matters.

Details of familiarization program are available on the website of the Company at the link http://fslindia.com/pdf/FAMILIARIZATION PROGRAMMES.pdf.

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors.

In respect of nomination and remuneration of Directors the Company has adopted the following policies:

a) Policy for selection of Directors and determining Directors independence: and

b) Remuneration Policy for Directors, Key Managerial Personnel and other employees.

The above mentioned policies of the Company are attached herewith marked as Annexure I and Annexure II

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors state that:

a) In the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) The Directors 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 affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date;

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

d) The Directors have prepared the annual accounts on a „going concern' basis;

e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

RELATED PARTY TRANSACTIONS

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link: http://fslindia.com/pdf/RPT.pdf

Particulars of contracts or arrangement with related parties during the year under review is provided in AOC-2 as Annexure III

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per the applicable provisions of Clause 49 of the Listing Agreement with the Stock Exchange(s), a Management Discussion & Analysis, a Report on Corporate Governance together with the Auditors certificate on the compliance of conditions of Corporate Governance form part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of your Company has constituted a Corporate Social Responsibility (CSR) Committee. The Committee comprises of 2 Independent Directors namely Mr. Atul K. Jain and Mr. Arun K. Jain and 1 Whole Time Director namely Mr. Gauri Shanker Pandey.

The Corporate Social Responsibility (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.

The CSR Policy may be accessed on the Company's website at the link: http://www.fslindia.com/pdf/csr%201.pdf

During the year, the Company has spent Rs. 9.25 Lac (approx 2.02% of the average net profits of last three financial years) on CSR activities.

The Annual Report on CSR activities is annexed herewith marked as Annexure IV.

AUDIT COMMITTEE

The Audit Committee comprises of four Directors, namely, Mr. Baljit Singh Bedi, Dr. C. S. Bedi, Mr. Atul K. Jain and Mr. Arun K. Jain. The Committee oversees the Company's financial reporting process and disclosure of its financial information, reviews the quarterly / half yearly / annual financial statements before they are submitted to the Board of Directors and performs such other functions as are prescribed to it by the terms of its reference.

AUDITORS AND AUDITORS REPORT

i) Statutory Auditors :

M/s J. Jain & Company, Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the Annual General Meeting to be held in the year 2017 (subject to ratification of their appointment at every Annual General Meeting) and are eligible for re-appointment at the ensuing Annual General Meeting. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re- appointment.

The notes on financial statement referred to in the Auditors' report are self-explanatory and do not call for any further comments. The auditors' report does not contain any qualification, reservation or adverse remark.

ii. Secretarial Audit:

The Board has appointed Prashant Gupta and Associates, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure V to this Report. The Secretarial Audit report does not contain any qualification, reservation or adverse remark.

VIGIL MECHANISM

The Company has established a Vigil Mechanism for directors and employees to report genuine concerns. This includes a Whistle Blower policy in terms of the Listing Agreement and intends to develop a culture where it is safe for all employees to raise concerns about any poor or unacceptable practice and any event of misconduct.

The Vigil Mechanism Policy may be accessed on the website of the Company at http://www.fslindia.com/pdf/FSL_VIGIL%20MECHANISM%20AND%20whistle- blower-policy.pdf

RISK MANAGEMENT

The Board of Directors has constituted a Risk Management Committee

b. For evaluating the various risks impacting the Company; and

c. Overseeing that all the risks that organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputation and other risk have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

The risk management policy of the Company may be accessed on website of the Company under the http://www.fslindia.com/pdf/RISK%20MNGT.pdf link.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed

MEETINGS OF THE BOARD

Eight meetings of the Board of Directors were held during the year. Details of the same are provided in the report on Corporate Governance.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE

The Company has not made any Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013.

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

Particulars under Companies (Accounts) Rules, 2014 on conservation of energy, Technology absorption are not applicable to your Company.

Accordingly no disclosure has been made in this regard.

Foreign Exchange Earnings : Nil (Previous year: Nil)

Foreign Exchange Outgo : Nil (Previous year: Nil)

Extract of Annual Return

Extract of Annual Return of the Company is annexed herewith in MGT-9 as Annexure VI to this Report.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Non-executive directors Ratio to median remuneration

No remuneration has been paid to Non-executive directors

Executive directors

Gauri Shanker Pandey 1.80

b. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year:

Directors, Chief Executive Officer, Chief % increase in Financial Officer and remuneration in the Company Secretary financial year

Gauri Shanker pandey (Whole Time Director) NIL*

Avinash Chandra ( Company Secretary) 4.37

Bhawna Grover ( Chief Financial Officer) NIL**

* There was no increase in the salary.

** Since no salary was paid in previous year so the same is not comparable.

c. The percentage increase in the median remuneration of employees in the financial year: 13.16%

d. The average number of permanent employees on the rolls of Company: 4

e. The explanation on the relationship between average increase in remuneration and Company performance:

On an average, employees received an annual increase of 10% in India. The individual increments varied from 6 % to 14%, based on individual performance and overall performance of the Company.

f. Comparison of the remuneration of the key managerial personnel against the performance of the Company:

Aggregate remuneration of key managerial 12. 78 personnel (KMP) in FY 2015 (Rs. Lakhs)

Revenue (Rs. Lakhs) 658.09

Remuneration of KMPs (as % of revenue) 1.94

Profit before Tax (PBT) (Rs. Lakhs) 568.76

Remuneration of KMP (as % of PBT) 2.25

g. Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year:

Particulars March 31, March % Change 2015 31, 2014

Market Capitalizations (Rs. 4025 2893 39.13 Lakhs)

Price Earnings Ratio 8.43 11.18 (24.60)

h. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average annual increase was around 10 % in India.

During the course of the year, increase in salaries to employees was approximately 14 %, after accounting for promotions and other event based compensation revisions.

Increase in the managerial remuneration for the year was 4.37%.

i. Comparison of each remuneration of the key managerial personnel against the performance of the Company:

Gauri Avinash Bhawna Shanker Chandra Grover Pandey (Company (Chief (Whole Time Secretary) Financial Director) Officer)

Remuneration in FY15 6.01 3.13 3.65 (Rs. Lakhs)

Revenue Rs. Lakhs) 658.09

Remuneration as % of 0.91 0.48 0.55

Revenue

Profit before Tax (PBT) 568.76 (Rs. Lakhs)

Remuneration 1.06 0.55 0.64 (as % of PBT)

j. The key parameters for any variable component of remuneration availed by the directors: NIL

k. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: NIL

l. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company.

m. no information as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014 has been furnished as during the year no employee was in receipt of remuneration in excess of the prescribed limits.

FIXED DEPOSIT

The Company has not accepted any public deposits during the year, within the meaning of Section 2 (i) (xii) of the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions 1998.

RBI GUIDELINES

The Company has complied with the Regulations of the Reserve Bank of India as on 31 March, 2015, as are applicable to it as a Non-Banking Financial Company.

ACKNOWLEDGEMENT

Your Directors place on record their sincere thanks to the Company's esteemed Shareholders, Clients, Associates, Financial Institutions, Bankers, the Securities and Exchange Board of India, Bombay Stock Exchange Limited, Delhi Stock Exchange Association Limited, Reserve Bank of India and other Government Departments for their valuable contribution and support.

On behalf of the Board of Directors For FRONTLINE SECURITIES LIMITED

Place: Noida Rakesh K. Jain

Date : 29/07/2015 Chairman

DIN:00050524


Mar 31, 2014

Dear Shareholders,

The Directors take pleasure in presenting their Twentieth Annual Report along with the audited financial statements for the financial year ended March 31,2014.

FINANCIAL RESULTS

The financial performance of the Company, for the year ended March 31, 2014 is summarized below:

(Rs. in Lakhs) Particulars 2013-2014 2012-2013

Profit before Depreciation and Amortization

Expenses, Finance Costs and Tax Expenses 473.59 534.15

Less: Finance Costs 0.05 0.06

Depreciation & amortization expenses 3.91 3.90

Profit before tax 469.63 530.19

Less: Current Tax 137.96 153.53

Deferred Tax (2.08) (2.23)

MAT Credit - -

Profit for the year 333.75 378.89

Add: Balance in Profit & Loss Account 1884.74 1666.21

Total 2218.49 2045.10

Less: Appropriation:

Transferred to RBI Reserve 66.75 75.78

Proposed Dividend on equity shares 71.87 71.29

Proposed Dividend Tax 12.21 12.11

Contingency Provision against Standard Assets (134) (117)

Amount used for buy back 753.43 -

Short Provision of Income

Tax made in the previous year 0.81 2.35

Closing Balance 1314.76 1884.74

PERFORMANCE OF THE COMPANY

During the year under review the Company has earned Profit before Tax of Rs. 469.63 lakhs and Profit after Tax of Rs. 333.75 lakhs.

FUTURE OUTLOOK

The year under review has seen volatile market environment due to global factors and election environment in the Country. The Company has been following conservative investment policy and there has been consistent stress on fee based financial services business. Due to this, the Company could maintain its performance. Considering the national election outcome which has provided majority to a single party, which in turn is expected to provide stable Government for next 5 years, the market environment for the current year looks positive. The stress is now more on financial activities instead of fee based business. Barring unforeseen circumstances, the Company expects to improve its performance in the coming years.

DIVIDEND

The Directors have recommended dividend @ 10% (i.e. Re. 1 per equity share) for the financial year ended March 31,2014 as against 7.5% (i.e. Re. 0.75 per equity shares) in the previous year.

LISTING OF EQUITY SHARES

The equity shares of the Company are listed on the Bombay Stock Exchange Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400 001.

DELISTING OF EQUITY SHARES FROM DELHI STOCK EXCHANGE LIMITED

Since there has been no trading in the company''s equity shares on Delhi Stock Exchange from 2002 (last trading date being March 8, 2002), the Company in its Board Meeting dated 14th March, 2014 passed a resolution for Voluntary Delisting with Delhi Stock Exchange. As the maximum trading of company''s equity shares has been in demat form and Bombay Stock Exchange has trading terminals in various cities affording to the investors convenient access to trade and deal in the company''s equity shares across the country, it has proceeded with the Delisting of the equity shares of the Company from Delhi Stock Exchange. Accordingly,

vide a letter dated 26th April, 2014, Delhi Stock Exchange has confirmed the Delisting of company''s shares from Delhi Stock Exchange.

DIRECTORS

The Company had, pursuant to the provisions of clause 49 of the Listing Agreements entered into with Stock Exchanges, appointed Mr. Arun K. Jain, Mr. Atul K. Jain, Dr. Charanjeet Singh Bedi and Mr. Baljit Singh Bedi as Independent Directors of the Company.

As per section 149(4) of the Companies Act, 2013 (Act), which came into effect from April 1, 2014, every listed public company is required to have at least one-third of the total number of directors as Independent Directors.

In accordance with the provisions of section 149 of the Act, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting (AGM) of the Company.

Mrs. Sarabjeet Kaur, Director, retires by rotation and being eligible has offered herself for re-appointment.

DIRECTOR''S RESPONSIBILITY STATEMENT

As stipulated in Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

1. in the preparation of the annual accounts for the financial year ended March 31, 2014, the applicable accounting standards have been followed along with proper explanations relating to material departures.

2. the Directors 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 affairs of the company at the end of the financial year and of the profit of the Company for the year under review.

3. the Directors 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.

4. the Directors have prepared the accounts for the financial year ended March 31,2014 on a going concern basis.

BUY BACK OF SHARES

During the year 2013-14, the Company bought back its shares from the existing shareholders through Tender Route. The Company had bought back 23,18,261 equity shares of Rs. 10/- each at a price of Rs. 32.50 aggregating to Rs. 753.43 lakhs (Rupees Seven Crore Fifty Three Lakhs and Forty Three Thousand Only). Pursuant to the said buy back, the paid up share capital of the Company stands reduced from Rs. 950,49,500 divided into 95,04,950 Equity Shares of Rs. 10/- each to Rs. 718,66,890 divided into 71,86,689 Equity Shares of Rs. 10/- each. The Company completed the Buy back on 7th February, 2014 and informed all the Regulatory Bodies as per regulations.

CORPORATE GOVERNANCE

As per the applicable provisions of Clause 49 of the Listing Agreement with the Stock Exchange(s), a Management Discussion & Analysis, a Report on Corporate Governance together with the Auditor''s certificate on the compliance of conditions of Corporate Governance form part of the Annual Report.

AUDIT COMMITTEE

The Audit Committee comprises of four Directors, namely, Mr. Baljit Singh Bedi, Dr. C.

S. Bedi, Mr. Atul K. Jain and Mr. Arun K. Jain. The Committee oversees the Company''s financial reporting process and disclosure of its financial information, reviews the quarterly / half yearly / annual financial statements before they are submitted to the Board of Directors and performs such other functions as are prescribed to it by the terms of its reference.

AUDITORS

M/s. J. Jain & Company, Chartered Accountants, who are the statutory auditors of the Company, hold office till the conclusion of the forthcoming AGM and are eligible for re- appointment. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint M/s. J. Jain & Company as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the twenty-third AGM to be held in the year 2017, subject to ratification of their appointment at every AGM.

AUDITOR''S REPORT

The relevant Notes to the Accounts of the Company referred to in the Auditors Report are self- explanatory and therefore do not call for any further comments.

FIXED DEPOSIT

The Company has not accepted any public deposits during the year, within the meaning of Section 2 (i) (xii) of the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions 1998.

RBI GUIDELINES

The Company has complied with the Regulations of the Reserve Bank of India as on 31st March, 2014, as are applicable to it as a Non-Banking Financial Company.

PARTICULARS OF EMPLOYEES

No information as required under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 and amendments thereto has been furnished as during the year no employee was in receipt of remuneration in excess of the prescribed limits.

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

Particulars under Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988 on conservation of energy, technology absorption are not applicable to your Company.

Foreign Exchange Earnings: Nil (Previous year: Nil)

Foreign Exchange Outgo: Nil (Previous year: Nil)

ACKNOWLEDGEMENT

Your Directors place on record their sincere thanks to the Company''s esteemed Shareholders, Clients, Associates, Financial Institutions, Bankers, the Securities and Exchange Board of India, Bombay Stock Exchange Limited, Delhi Stock Exchange Association Limited, Reserve Bank of India and other Government Departments for their valuable contribution and support.

On behalf of the Board of Directors For FRONTLINE SECURITIES LIMITED

Place : Noida Rakesh K. Jain Date : May 30, 2014 Chairman


Mar 31, 2013

Dear Shareholders,

The Directors take pleasure in presenting their Nineteenth Annual Report and Audited Accounts for the year ended March 31, 2013.

FINANCIAL RESULTS

The financial performance of the Company, for the year ended March 31, 2013 is summarized below:

(Rs. in Lakhs) Particulars 2012-2013 2011-2012

Proft before Depreciation and Amortization 535.54 413.77

Expenses, Finance Costs and Tax Expenses

Less: Finance Costs 0.06 0.09

Depreciation & amortization expenses 3.90 4.08

Proft before tax 531.58 409.60

Less: Current Tax 153.53 98.11

Deferred Tax (2.23) (9.93)

MAT Credit

STT Charges 1.39 2.45

Proft for the year 378.89 318.97

Add: Balance in Proft & Loss Account 1666.21 1498.94

2045.10 1817.90

Less: Appropriation:

Transferred to RBI Reserve 75.78 63.79

Proposed Dividend on Equity Shares 71.29 71.29

Proposed Dividend Tax 12.11 11.56

Contingency Provision against Standard Assets (1.17) 1.01

Excess MAT credit of earlier 4.04 year written off in current year

Short Provision of Income Tax made 2.35 in the previous year

Closing Balance 1884.74 1666.21



PERFORMANCE OF THE COMPANY

During the year under review the Company has earned Proft before Tax of Rs. 531.58 lakhs and Proft after Tax of Rs. 378.89 lakhs.

FUTURE OUTLOOK

The year under review has seen volatile market environment mainly due to global factors. The Company had been following conservative investment policy and consistent stress on fee based fnancial services business, due to this, the Company could maintain its performance. Considering the global factors and also the fact that the current year will see election uncertainties, the market environment for the current year looks volatile. Barring unforeseen circumstances, the Company expects to maintain its performance in line with the past.

DIVIDEND

The Directors have recommended dividend @ 7.5% (i.e. Rs. 0.75 per equity share) for the fnancial year ended March 31, 2013.

LISTING OF EQUITY SHARES

The equity shares of the Company are listed on the following Stock Exchanges:

i. Bombay Stock Exchange Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400 001;

ii. The Delhi Stock Exchange Limited, DSE House, 3/1 Asaf Ali Road, New Delhi- 110002.

DIRECTORS

In terms of Article 97, Dr. C. S. Bedi and Mr. Baljit Singh Bedi, Directors retire by rotation and being eligible offer themselves for reappointment at the ensuing Annual General Meeting. Brief resume of the Directors proposed to be reappointed, nature of their expertise in their specifc functional areas, names of companies in which they hold directorships and memberships / chairmanships of Board Committees, shareholding and relationships between directors inter-se, as stipulated under Clause 49 of the Listing Agreement are provided in the Report on Corporate Governance.

Mrs. Sarabjeet Kaur resigned from the post of Whole Time Director w.e.f 16th March, 2013. However she will continue to act as Director on the Board of the Company. The Board expressed its sincere appreciation for the contribution made by Mrs. Sarabjeet Kaur during her tenure as Whole Time Director.

Mr. Gauri Shanker Pandey was appointed as Whole Time Director w.e.f 16th March, 2013 in compliance with Listing Agreements, Companies Act, 1956 and other applicable laws.

COMPANY SECRETARY

Mrs. Sarabjeet Kaur resigned from the post of Company Secretary w.e.f. 16th March, 2013.

Mr. Avinash Chandra, an Associate Member of the Institute of Company Secretaries of India has been appointed as Company Secretary w.e.f. 16th March, 2013 in compliance with Listing Agreements, Companies Act, 1956 and other applicable laws.

DIRECTOR''S RESPONSIBILITY STATEMENT

As stipulated in Section 217(2AA) of the Companies Act, 1956, your Directors confrm that:

1. in the preparation of the annual accounts for the fnancial year ended March 31, 2013, the applicable accounting standards have been followed along with proper explanations relating to material departures.

2. the Directors 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 affairs of the company at the end of the fnancial year and of the proft of the Company for the year under review.

3. the Directors have taken proper and suffcient 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.

4. the Directors have prepared the accounts for the fnancial year ended March 31, 2013 on a going concern basis.

CORPORATE GOVERNANCE

As per the applicable provisions of Clause 49 of the Listing Agreement with the Stock Exchange(s), a Management Discussion & Analysis, a Report on Corporate Governance together with the Auditor''s certifcate on the compliance of conditions of Corporate Governance form part of the Annual Report.

AUDIT COMMITTEE

The Audit Committee comprises of four Directors, namely, Mr. Baljit Singh Bedi, Dr. C. S. Bedi, Mr. Atul K. Jain, and Mr. Arun K. Jain. The Committee oversees the Company''s fnancial reporting process and disclosure of its fnancial information, reviews the quarterly / half yearly / annual fnancial statements before they are submitted to the Board of Directors and performs such other functions as are prescribed to it by the terms of its reference.

AUDITORS

M/s. J. Jain & Company, Chartered Accountants, retire as auditors of the Company at the conclusion of the ensuing Annual General Meeting and have confrmed their eligibility and willingness to accept the offce of the Auditors, if re-appointed.

M/s. J. Jain & Company has been duly subjected to Peer Review by the Institute of Chartered Accountants of India.

AUDITOR''S REPORT

The relevant Notes to the Accounts of the Company referred to in the Auditors Report are self- explanatory and therefore do not call for any further comments.

FIXED DEPOSIT

The Company has not accepted any public deposits during the year, within the meaning of Section 2 (i) (xii) of the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions 1998.

RBI GUIDELINES

The Company has complied with the Regulations of the Reserve Bank of India as on 31st March, 2013, as are applicable to it as a Non-Banking Financial Company.

PARTICULARS OF EMPLOYEES

No information as required under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 and amendments thereto has been furnished as during the year no employee was in receipt of remuneration in excess of the prescribed limits.

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

Particulars under Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988 on conservation of energy, technology absorption are not applicable to your Company.

Foreign Exchange Earnings: Nil (Previous year: Nil)

Foreign Exchange Outgo: Nil (Previous year: Nil)

ACKNOWLEDGEMENT

Your Directors place on record their sincere thanks to the Company''s esteemed Shareholders, Clients, Associates, Financial Institutions, Bankers, the Securities and Exchange Board of India, Bombay Stock Exchange Limited, Delhi Stock Exchange Association Limited, Reserve Bank of India and other Government Departments for their valuable contribution and support. By order of the Board

For FRONTLINE SECURITIES LIMITED

Place : Noida Rakesh K. Jain

Date : May 30, 2013 Chairman


Mar 31, 2012

The Directors take pleasure in presenting their Eighteenth Annual Report and Audited Accounts for the year ended March 31, 2012.

FINANCIAL RESULTS

The financial performance of the Company, for the year ended March 31,2012 is summarized below:

(Rs. in Lakhs) 2011-2012 2010-2011

Profit before Depreciation and Amortization 413.77 436.45 Expenses, Finance Costs and Tax Expenses

Less: Finance Costs 0.09 0.19

Depreciation & amortization expenses 4.08 3.78

Profit before tax 409.60 432.47

Less: Current Tax 98.11 82.64

Deferred Tax (9.93) (4.08)

MAT Credit - (6.31)

STT Charges 2.45 3.29

Profit for the year 318.97 356.94

Add: Balance in Profit & Loss Account 1498.94 1300.40

1817.90 1657.34

Less: Appropriation:

Transferred to RBI Reserve 63.79 70.90

Proposed Dividend 71.29 71.29

Proposed Dividend Tax 11.56 11.84

Contingency Provision against Standard Assets 1.01 2.45

Excess MAT credit of earlier 4.04 1.93 year written off in current year

Closing Balance 1666.21 1498.94

PERFORMANCE OF THE COMPANY

During the year under review the Company has earned Profit before Tax of Rs. 409.60 lakhs and Profit after Tax of Rs. 318.97 lakhs.

FUTURE OUTLOOK

The year under review has seen depressed market environment mainly due to global factors. The company had been following conservative investment policy and consistent stress on fee based financial services business. Due to this, the company could maintain its performance. The market environment for the current year looks depressed but barring unforseen circumstances, the company expects to maintain its performance in line with the past.

DIVIDEND

The Directors have recommended dividend @ 7.5% (i.e. Rs. 0.75 per equity share) for the financial year ended March 31, 2012.

LISTING OF EQUITY SHARES

The equity shares of the Company are listed on the following Stock Exchanges:

i. Bombay Stock Exchange Limited, Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai-400 001;

ii. The Delhi Stock Exchange Limited, DSE House, 3/1 Asaf Ali Road, New Delhi- 110002.

DIRECTORS

In terms of Article 97, Mr. Rakesh K. Jain and Mr. Atul K. Jain, Directors retire by rotation and being eligible offer themselves for reappointment at the ensuing Annual General Meeting. Brief resume of the Directors proposed to be reappointed, nature of their expertise in their specific functional areas, names of companies in which they hold directorships and memberships / chairmanships of Board Committees, shareholding and relationships between directors inter-se, as stipulated under Clause 49 of the Listing Agreement are provided in the Report on Corporate Governance.

DIRECTOR'S RESPONSIBILITY STATEMENT

As stipulated in Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

1. in the preparation of the annual accounts for the financial year ended March 31, 2012, the applicable accounting standards have been followed along with proper explanations relating to material departures.

2. the Directors 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 affairs of the company at the end of the financial year and of the profit or loss of the company for the year under review.

3. the Directors 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.

4. the Directors have prepared the accounts for the financial year ended March 31, 2012 on a going concern basis.

CORPORATE GOVERNANCE

As per the applicable provisions of Clause 49 of the Listing Agreement with the Stock Exchange(s), a Management Discussion & Analysis, a Report on Corporate Governance together with the Auditor's certificate on the compliance of conditions of Corporate Governance form part of the Annual Report.

AUDIT COMMITTEE

The Audit Committee comprises of four Directors, namely, Mr. Baljit Singh Bedi, Dr. C. S. Bedi, Mr. Atul K. Jain, and Mr. Arun K. Jain. The Committee oversees the Company's financial reporting process and disclosure of its financial information, reviews the quarterly / half yearly / annual financial statements before they are submitted to the Board of Directors and performs such other functions as are prescribed to it by the terms of its reference.

AUDITORS

M/s. J. Jain & Company, Chartered Accountants, retire as auditors of the company at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office of the Auditors, if re-appointed.

M/s. J. Jain & Company has been duly subjected to Peer Review by the Institute of Chartered Accountants of India.

AUDITOR'S REPORT

The relevant Notes to the Accounts of the Company referred to in the Auditors Report are self- explanatory and therefore do not call for any further comments.

FIXED DEPOSIT

The Company has not accepted any public deposits during the year, within the meaning of Section 2 (i) (xii) of the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions 1998.

PARTICULARS OF EMPLOYEES

No information as required under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 and amendments thereto has been furnished as during the year no employee was in receipt of remuneration in excess of the prescribed limits.

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

Particulars under Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988 on conservation of energy, technology absorption are not applicable to your Company.

Foreign Exchange Earnings: Nil (Previous year: Nil)

Foreign Exchange Outgo: Nil (Previous year: Nil)

ACKNOWLEDGEMENT

Your Directors place on record their sincere thanks to the Company's esteemed Shareholders, Clients, Associates, Financial Institutions, Bankers, the Securities and Exchange Board of India, Bombay Stock Exchange Limited, Delhi Stock Exchange Association Limited, Reserve Bank of India and other Government Departments for their valuable contribution and support.

On behalf of the Board of Directors

for FRONTLINE SECURITIES LIMITED

Place : Noida Rakesh K. Jain

Date : May 30, 2012 Chairman


Mar 31, 2011

To the Members,

The Directors take pleasure in presenting their Seventeenth Annual Report and Audited Accounts for the year ended March 31,2011. Briefly stated the financial results of operations for the year ended March 31, 2011 are: -

FINANCIAL RESULTS

(Rs. In Lakhs)

Finances: 2010-2011 2009-2010

Gross Income 487.97 533.09

Profit before Depreciation & Taxation 436.26 454.42

Add:

Excess depreciation charged in previous year - 2.10

Less:

a) Depreciation for the year (3.78) (3.90)

b) Provision for Tax

- Current Income Tax (82.64) (74.03)

- Deferred Income Tax 4.08 (28.39)

- STT Charges (3.29) (1.77)

Add:

a) Mat Credit C/f 6.31 8.21

Profit for the year after tax 356.94 356.64

Provision for contingences against standard (2.45) - assets

Amount Transferred to RBI Reserve Fund (70.90) (71.33)

Profit after transfer to RBI Reserve Fund 283.59 285.31

Balance brought forward 1300.40 1071.60

Provision for Income Tax for earlier years (1.93) (0.91)

Profit available for appropriation 1582.06 1356.00

Proposed Dividend (71.29) (47.52)

Corporate Dividend Tax (11.84) (8.08)

Balance profit carried over to the Balance Sheet 1498.94 1300.40

PERFORMANCE OF THE COMPANY

During the year under review the Company has earned Profit before Tax of Rs. 432.47 lakhs and Profit after Tax of Rs. 356.94 lakhs.

FUTURE OUTLOOK

The year under review has seen mixed trends. The first three quarters of the year had been positive for the stock markets on good economic fundamentals of India and inflow of foreign institutional money in the stock market. However, the last quarter of the year has seen an outflow of money from Flls', which lead to decline in the stock market. However, because of the conservative investment policy and consistence stress on fee based business of wealth management and distribution of mutual funds, the Company retained its performance in the year as a whole in line with last year. Barring unforeseen circumstances, the future outlook looks better for the Company.

DIVIDEND

The Directors have recommended dividend @ 7.5% (i.e. Rs. 0.75 per equity share) for the financial year ended March 31, 2011.

LISTING OF EQUITY SHARES

The equity shares of the Company are listed and are being traded on the Bombay Stock Exchange w.e.f. July 8, 2010. At present the Company's equity shares are listed on the following Stock Exchanges:

i. Bombay Stock Exchange Limited, Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai-400 001;

ii. The Delhi Stock Exchange Limited, DSE House, 3/1 Asaf Ali Road, New Delhi-110002.

DIRECTORS

In terms of Article 97, Dr. C.S. Bedi and Mr. Arun K. Jain, Directors retire by rotation and being eligible offer themselves for reappointment at the ensuing Annual General Meeting. Brief resume of the Directors proposed to be reappointed, nature of their expertise in their specific functional areas, names of companies in which they hold directorships and memberships/chairmanships of Board Committees, shareholding and relationships between directors inter-se, as stipulated under Clause 49 of the Listing Agreement are provided in the Report on Corporate Governance.

DIRECTOR'S RESPONSIBILITY STATEMENT

As stipulated in Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

1. in the preparation of the annual accounts for the financial year ended March 31, 2011, the applicable accounting standards have been followed along with proper explanations relating to material departures.

2. the Directors 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 affairs of the company at the end of the financial year and of the profit or loss of the company for the year under review.

3. the Directors 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.

4. the Directors have prepared the accounts for the financial year ended March 31, 2011 on a going concern basis.

CORPORATE GOVERNANCE

As per the applicable provisions of Clause 49 of the Listing Agreement with the Delhi Stock Exchange, a Management Discussion & Analysis, a Report on Corporate Governance together with the Auditor's certificate on the compliance of conditions of Corporate Governance form part of the Annual Report.

AUDIT COMMITTEE

The Audit Committee comprises of four Directors, namely, Mr. Baljit Singh Bedi, Dr. C. S. Bedi, Mr. Atul K. Jain and Mr. Arun K. Jain. The Committee oversees the Company's financial reporting process and disclosure of its financial information, reviews the quarterly / half yearly / annual financial statements before they are submitted to the Board of Directors and performs such other functions as are prescribed to it by the terms of its reference.

AUDITORS

M/s. J. Jain & Company, Chartered Accountants, retire as auditors of the company at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office of the Auditors, if re-appointed.

M/s J. Jain & Company has been duly subjected to Peer Review by the Institute of Chartered Accountants of India.

AUDITOR'S REPORT

The relevant Notes to the Accounts of the Company referred to in the Auditors Report are self- explanatory and therefore do not call for any further comments.

FIXED DEPOSIT

The Company has not accepted any public deposits during the year, within the meaning of Section 2 (i) (xii) of the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions 1998.

PARTICULARS OF EMPLOYEES

No information as required under section 217 (2A) of the Companies Act, 1956 read with the Companies.(Particulars of Employees) Rules 1975 has been furnished as during the year no employee was in receipt of remuneration in excess of the prescribed limits.

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

Particulars under Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988 on conservation of energy, technology absorption are not applicable to your Company.

Foreign Exchange Earnings: Nil (Previous year: Nil)

Foreign Exchange Outgo : Nil (Previous year: Nil)

ACKNOWLEDGEMENT

Your Directors place on record their sincere thanks to the Company's esteemed Shareholders, Clients, Associates, Financial Institutions, Bankers, the Securities and Exchange Board of India, Bombay Stock Exchange Limited, Delhi Stock Exchange Association Limited, Reserve Bank of India and other Government Departments for their valuable contribution and support.

On behalf of the Board of Directors For FRONTLINE SECURITIES LIMITED

Rakesh K. Jain Chairman

Place: Noida Date : May 28, 2011


Mar 31, 2010

The Directors take pleasure in presenting their Sixteenth Annual Report and Audited Accounts for the year ended March 31, 2010. Briefly stated the financial results of operations for the year ended March 31, 2010 are: -

FINANCIAL RESULTS

(Rs. In Lakhs)

Finances: 2009-2010 2008-2009

Gross Income 533.09 176,24

Profit before Depreciation & Taxation 454.42 117.65

Excess depreciation charged in previous year 2.10 -

Less:

a) Depreciation for the year (3.90) (3.95)

b) Provision for Tax

- Current Income Tax (74.03) (24.52) - Fringe Benefit Tax - (0.42)

- Deferred Income Tax (28.39) 24.12

- STT Charges (1.77) (0.88)

Add :

a) Mat Credit C/f 8.21 -

Profit for the year after tax 356.64 112.00

Amount Transferred to RBI Reserve Fund (71.33) (22.40)

Profit after transfer to RBI Reserve Fund 285.31 89.60

Balance brought forward 1071.60 1009.48

Provision for Income Tax for earlier years (0.91) (1.03)

Provision for Gratuity written back - 1.35

Profit available for appropriation 1356.00 1099.40

Proposed Dividend (47.52) (23.76) Corporate Dividend Tax (8.08) (4.04)

Balance profit carried over to the Balance Sheet 1300.40 1071.60

PERFORMANCE OF THE COMPANY

During the year under review the Company has earned Profit before Tax of Rs.450.51 " lakhs and Profit after Tax of Rs. 356.64 lakhs.

LISTING ON BOMBAY STOCK EXCHANGE

The Company has taken steps to get your shares listed at Bombay Stock Exchange and expect that the requisite approvals from Bombay Stock Exchange shall come soon. This will provide you trading platform on Bombay Stock Exchange.

DIVIDEND

Your directors have recommended dividend @ 5% (i.e. Rs. 0.50 per equity share on 95,04,950 Equity Shares of Rs 10/- each) for the financial year ended March 31, 2010. Dividend, if approved by the members at the forthcoming Annual General Meeting, will be paid -

i) In respect of shares held in electronic form, on the basis of beneficial ownership, at the close of business hours on Tuesday, September 14, 2010, as per the details furnished by the National Stock Exchange Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

ii) To those members, holding shares in physical form, whose names appear in the register of members of the Company, at the close of business hours on Monday, September 20, 2010 after giving effect to all valid transfers in physical form lodged with the Company before Tuesday, September 14, 2010.

FUTURE OUTLOOK

The year under review has seen growth in domestic as well as global markets. This has benefited the company both in investment activities, as well as in wealth management. However, in the last couple of months, we are witnessing turmoil in Europe which is impacting the global and also the market of India. Your company is adopting conservative investment policy besides stressing more on fee based business of wealth management and distribution of mutual funds. The company is in the process of strengthening its team for Mergers & Acquisitions. Barring unforeseen circumstances, the future outlook for the Company looks better.

DIRECTORS

In terms of Article 97, Mr. Baljit Singh Bedi, Director retires by rotation and being eligible offer himself for reappointment at the ensuing Annual General Meeting. Brief resume of the Director proposed to be reappointed, nature of his expertise in his specific functional areas, names of companies in which he holds directorships and memberships / chairmanships of Board Committees, shareholding and relationships between directors inter-se, as stipulated under Clause 49 of the Listing Agreement are provided in the Report on Corporate Governance.

DIRECTORS RESPONSIBILITY STATEMENT

As stipulated in Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

1. in the preparation of the annual accounts for the financial year ended March 31, 2010, the applicable accounting standards have been followed along with proper explanations relating to material departures.

2. the Directors 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 affairs of the company at the end of the financial year and of the profit or loss of the company for the year under review.

3. the Directors 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.

4. the Directors have prepared the accounts for the financial year ended March 31, 2010 on a going concern basis.

CORPORATE GOVERNANCE

As per the applicable provisions of Clause 49 of the Listing Agreement with the Delhi Stock Exchange, a Management Discussion & Analysis, a Report on Corporate Governance together with the Auditors certificate on the compliance of conditions of Corporate Governance form part of the Annual Report.

AUDIT COMMITTEE

During the year Mr. Baljit Singh Bedi, Director has been inducted in the Audit Committee. At present besides, Mr. Baljit Singh Bedi there are three other members in the Audit Committee, namely Dr. C. S. Bedi, Mr. Atul K. Jain, and Mr. Arun K. Jain. The Committee oversees the Companys financial reporting process and disclosure of its financial information, reviews the quarterly / half yearly / annual financial statements before they are submitted to the Board of Directors and performs such other functions as are prescribed to it by the terms of its reference.

AUDITORS

M/s. J. Jain & Company, Chartered Accountants, retire as auditors of the company at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office of the Auditors, if re-appointed.

AUDITORS REPORT

The relevant Notes to the Accounts of the Company referred to in the Auditors Report are self- explanatory and therefore do not call for any further comments.

FIXED DEPOSIT

The Company has not accepted any public deposits during the year, within the meaning of Section 2 (i) (xii) of the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions 1998.

PARTICULARS OF EMPLOYEES

No information as required under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 has been furnished as during the year no employee was in receipt of remuneration in excess of the prescribed limits.

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

The Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988 on conservation of energy, technology absorption are not applicable to your Company.

Foreign Exchange Earnings: Nil (Previous year: Nil)

Foreign Exchange Outgo: Nil (Previous year: Nil)

ACKNOWLEDGEMENT

Your Directors place on record their sincere thanks to the Companys esteemed Shareholders, Clients, Associates, Financial Institutions, Bankers, the Securities and Exchange Board of India, Delhi Stock Exchange Association Ltd., Reserve Bank of India and other Government Departments for their valuable contribution and support.

For and on Behalf of the Board

Place: Noida Rakesh K. Jain

Date: May 29, 2010 Chairman

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