The Members for Frontline Corporation Limited
 
 The Directors present their Report on the Audited Accounts of the
 Company for the year ended 31st March, 2012
 
 Financial Performance :
 
                                                 (Rs, in Lacs)
                                             Current 
                                             Year          Current 
                                                           Year
                                             31-03-2012    31-03-2011
 
 Revenue from Operations                      6977.72       10149.02
 
 Other Income                                  455.54         649.69
 
 Finance Charges                               681.83         765.34
 
 Depreciation                                  240.52         353.34
 
 Profit Before Taxation                       (304.49)        168.42
 
 Provision for Income-Tax Current Taxes           NIL         107.30
 
 Earlier Periods                               (45.98)          5.28
 
 Profit /( Loss) after taxation 
 but before exceptional and Extra 
 Ordinary Items                                220.95         119.58
 
 Exceptional & Extra Ordinary Items             10.22             70
 
 Profit/ ( Loss) for the year                 (231.17)        186.93
 
 Profit Brought Forward                       1086.43         896.86
 
 Proposed Dividend                                NIL            NIL
 
 Balance Carried to Balance-Sheet              855.26        1086.43 
 
 Notes :
 
 Previous years'' figures have been regrouped wherever necessary to bring
 them in line with the current year''s representation of figures.
 
 DIVIDEND :
 
 Considering the loss incurred by the Company, your Directors do not
 recommend any dividend on equity shares for the year.
 
 Review of Operations :
 
 The year 2011-2012 marked deterioration in the fundamentals of both the
 global and the Indian economies.  The year under review was a
 challenging one for your company as well. It marked a first loss for
 the Company since its inception.
 
 The company operates in five main business segments viz.
 Transportation, Trading, manufacturing, Generation of wind energy, and
 renting of immovable properties.
 
 During the year the company has achieved operational income of Rs.
 6977.72 Lacs as against Rs. 10149.03 Lacs in the previous year. The
 company posted Loss before tax of Rs. 304.49 Lacs as against Profit
 before Tax of Rs. 168.42 Lacs in the previous year. The Company
 incurred Loss after Tax of Rs. 231.17 Lacs as against Rs. Profit after
 Loss of Rs. 189.57 Lacs in the previous year. A balance of Rs. 855.26
 Lacs has been carried forward to Balance Sheet as against Rs. 1086.43
 Lacs in the previous year.
 
 Exports : .
 
 During the year under review your Company exported 30,070.000 MT amount
 to US Dollar 39,00,240.34 (INR_18,92,06,252.06) to China/ Singapore as
 against 68,200 MT amounting to US Dollar 84,30,041.65 (INR
 38,59,18,465.39) in the previous year despite slowdown in the market.
 Your Company look forward to get the better opportunity in the current
 year.
 
 Finance & Investment :
 
 Tight Monetary Policy throughout the year kept bank base rate high
 which resulted in increased and high interest rates for the Company.
 Since interest rate are expected to remain high and owing to the
 relatively high amount of leverage, it is the intent of the Company to
 reduce debt in the years to come.
 
 Over time the Company intends to unlock value from non-core assets such
 as land, aged fleets and other unproductive assets.
 
 The Company follows a conservative policy in managing its foreign
 exchange liabilities to minimize the risk associated with fluctuation
 in foreign exchange rates.
 
 The Company along with its one of bankers has earlier worked out a
 realignment of certain long term loan.  As a result of this, repayment
 of this term loan will be extended by about 2 years.
 
 Segment information :
 
 Segments information is given along with financial statements. The
 company has identified five segments viz Transportation, Trading,
 Manufacturing of Refractory Bricks, Renting of immovable properties &
 Wind Power Generation. The major and material activities of the
 company are restricted to three geographical segments
 
 i.e. Kolkata, Ahmedabad and Bangalore.
 
 Transportation :
 
 Industry Scenario /opportunity & Out Look / Risk & concern
 
 The Division foresees a difficult year in terms of the economy and
 policy reforms. The Division is however optimistic and geared up to
 meet the opportunities and challenges of the next fiscal. It is hopeful
 that policy reforms like GST, FDI etc will spur growth and create
 opportunities for the sector. Increasing efficiency and cost control
 for strong operations and incubation of new business segments will be a
 priority for the year 2012-2013.
 
 The Company has two different kind of contracts viz, Logistic
 Contracts and own trucks contract. Under the logistic contract, the
 Company enters into contract with its client for providing logistic
 support to various destinations by hiring trucks from the market and
 ensures transportation of goods to the designated destinations of its
 client.
 
 Under the contract for deployment of own trucks, the Company deploys
 its own trucks/ vehicles with its client round the clock. The Company
 expects 15-20% growth in both contracts.
 
 During the year under review, your Company continued to get / renewed
 transportation Contracts from valued customers to cater needs of its
 valued clients. The Revenue from Transport Operations decreased from
 Rs.  35.88 Crores in the previous year to Rs 25.43 Crores in the
 current year registering a decrease by 29.11% due to closure of
 unviable Branches and increased cost of oil and spare parts. The
 Company has already restructured its transport activities for optimum
 utilization of its fleet of commercial vehicles and is hopeful to come
 out with satisfactory results in the days to come.
 
 Trading :
 
 Industry Scenario /opportunity & Out Look / Risk & concern
 
 The Indian automotive aftermarket is estimated to touch Rs 44,000 Crore
 by 2015, said a McKinsey report released on Friday. The Indian
 automotive aftermarket is growing at 11 per cent per annum and is
 currently worth Rs 1,9000 cr- Rs 24,000 crore.
 
 The growth has been primarily driven by the increasing number of
 vehicles on the road as well as aggressive expansion of independent and
 foreign players. While current margins of the industry remain
 attractive, players across the value chain may see margins reducing to
 the levels observed in developed economies, said a report,
 Opportunities in the Indian automotive aftermarket, released in Chennai
 at a three-day ''AutoServe 2010'' conference organized by the
 Confederation of Indian Industry (CM). The global aftermarket size is
 estimated to be around 0 billion, it said.
 
 To sustain profitability, it is imperative that players evaluate
 additional ways of capturing value, including expanding service
 networks, developing branded generic parts, forward integrating and
 building scale. Looking ahead, the revenue pools remain large across
 the value chain, hence if players are able to pursue appropriate
 strategies, significant profits can be made in this sector, the report
 pointed out. The aftermarket includes manufacturers, distributors,
 retailers, service providers and garages.
 
 According to the report, spurious parts comprise 30 per cent of the
 aftermarket. Commercial vehicles, which include multi-axle vehicles,
 LCVs, buses and trailers, account for roughly 22 per cent of the market
 while states such as Maharashtra, Tamil Nadu, Gujarat and Kerala alone
 account for over 40 per cent.
 
 The car market holds 34 per cent. Tamil Nadu, Maharashtra, Andhra
 Pradesh and Delhi account for 40 per cent of the car aftermarket.
 Two-wheeler, considered to be the largest, holds 44 per cent of the
 total aftermarket with states such as TN, Maharashtra, Gujarat, Uttar
 Pradesh constituting 45 per cent. This market is expected to grow
 faster given the large volume of two-wheelers entering into this
 segment.
 
 BOSCH Division is acting as the Main Distributor for Auto Components
 manufactured by BOSCH Ltd. for the Automotive Aftermarket and
 supplies such spares to Authorised Service Centers of Bosch as well as
 to retail outlets and neutral garages and workshops. BOSCH is the
 global leader in Automotive Components and BOSCH brand products come
 as OE fitments in all ranges of vehicles worldwide. With newer models
 of vehicles being introduced in the market every year, the business has
 very good potential in future. The Revenue from trading Operations of
 automotive parts of BOSCH increased to Rs. 16.46 Crores in comparison
 to Rs. 14.50 Crores in the previous year registering a increase 13.52%.
 
 Mahindra & Mahindra Division is acting as the Super Distributor for
 Auto Components & Farm Equipment manufactured by Mahindra & Mahindra
 Ltd., for the Automotive Aftermarket. With newer models of vehicles
 being introduced in the market every year, the business has very good
 potential in future. The Revenue from trading Operations of automotive
 parts of Mahindra & Mahindra Ltd increased to Rs. 13.06 Crores in
 comparison to Rs. 9.85 Crores in the previous year registering a higher
 increase of 32.60% mainly due to good potential in current scenario.
 
 Iron & Steel Division :
 
 Industry Scenario /opportunity & Out Look / Risk & concern
 
 Iron ore market had seen a paradigm shift since 2000 with emergence of
 Chinese industrial demand. In the first decade of the 21st millennium,
 China emerged as the largest producer of steel and consequently became
 the largest consumer of iron ore. Steel production dropped marginally
 in 2008 and about 8.1% last year on account of global slowdown. The
 demand, however, picked up this year once again due to China and it is
 estimated China alone needs more than 650 million tons of imported iron
 ore this year to feed its ever growing steel industry. Chinese demand
 benefited largely global exporters of ore as China''s inland production
 is not enough to meet the demand both on qualitative and quantitative
 terms.
 
 Indian iron ore market :
 
 India has emerged as the fourth largest miner and the third largest
 exporter of iron ore. India has currently estimated iron ore resource
 of 25 billion tons. IOSDA expects India to definitely strengthen its
 position as a major ore producer. However, it foresees moderation in
 iron ore exports from India going forward. With a number of steel
 projects coming on stream in the next one year, IOSDA anticipates a
 steep increase in internal demand for iron ore. It also opines that
 India needs to invest in infrastructure in order to develop the
 industry from a long term perspective. It is asserted that Indian iron
 ore miners face high political risks.  Uncertainty regarding future
 policy direction affects capital flows, efficiency and productivity. On
 logistical ground, rail movement and poor
 
 port facilities pose serious scale-up challenges. Agreeing on the need
 to develop infrastructure, MMTC called for policy changes in iron ore
 export so as to make it more competitive. MMTC feels that there is a
 need of removing export duty on iron ore and rationalization of railway
 freight. Besides, facilities like rakes, good roads and ports capable
 of berthing large size vessels are urgently needed. Is there a case for
 banning iron Ore exports? While Ministry of Steel is very much vocal
 against the export of iron ore in order to support the domestic steel
 industry, exporters have a strong case in defense. According to them,
 steel majors like Tata Steel and Sail have their own captive resources.
 Others are getting ore from domestic miners. Indian iron ore production
 has always been higher than the steel mill''s capacity to consume.
 Besides, surplus remains even after exports. Goa sector (which is of
 low grade ore) constitutes about 40% of the total iron ore exports from
 India and cannot be used by domestic industry. So what purpose would a
 ban on iron ore exports serve?
 
 Recently, Assocham, an industry body, recommended imposition of 20%
 duty on exports of iron ore fines from current 5% level. Mining
 industry disagreed with this proposition stating Indian steel industry
 is predominantly based on lumps as raw material input. In view of huge
 demand of lumps in India, the export of lumps from India has declined
 over the years. Iron ore fines are produced while producing lumps. If
 export of fines is restricted, it will escalate lumps cost. So
 discouraging iron ore fines exports will ultimately lead to increase in
 steel product prices. Furthermore, since domestic steel industry does
 not have adequate sintering capacity, dumped fines will cause huge
 environmental problems. On development issue, they feel that banning
 iron ore fines will create not only socio-economic problems like
 unemployment, non-utilization of infrastructure etc. but would also
 result in huge loss of foreign exchange for the country.
 
 Export of Iron Ores :
 
 During the year your Company exported 68,200 MT amounting to US D
 84,30,041,65/-( INR 38,59,18,465.39) to China & Singapore as against
 22,800 MT amount to US D 27,90,185.55 (INR 12,71,20,854) in the
 previous year, despite ups and down in International market . Your
 Company look forward to continue export iron ores in the current year.
 
 Manufacturing Division :
 
 Industry Scenario /opportunity & Out Look / Risk & concern
 
 The Iron & Steel Industries and Glass Industries continued to face
 stiff resistance in the depressed market. The refractory division was
 equally facing the market resistance since few years. Therefore during
 the year, your Company has decided to close down the manufacturing
 division to provide working capital to its other divisions.
 
 Wind Energy Generation :
 
 Industry Scenario /opportunity & Out Look / Risk & concern
 
 Winds are caused by the uneven heating of the atmosphere by the sun,
 the irregularities of the earth''s surface, and rotation of the earth.
 The earth''s surface is made of different types of land and water. These
 surfaces absorb the sun''s heat at different rates, giving rise to the
 differences in temperature and subsequently to winds. During the day,
 the air above the land heats up more quickly than the air over water.
 The warm air over the land expands and rises, and the heavier, cooler
 air rushes in to take its place, creating winds.  At night, the winds
 are reversed because the air cools more rapidly over land than over
 water. In the same way, the large atmospheric winds that circle the
 earth are created because the land near the earth''s equator is heated
 more by the sun than the land near the North and South Poles. Humans
 use this wind flow for many purposes: sailing boats, pumping water,
 grinding mills and also generating electricity. Wind turbines convert
 the kinetic energy of the moving wind into electricity.
 
 Wind Energy for power generation :
 
 Wind Energy, like solar is a free energy resource. But is much
 intermittent than solar. Wind speeds may vary within minutes and affect
 the power generation and in cases of high speeds- may result in
 overloading of generator. Energy from the wind can be tapped using
 turbines.
 
 Setting up of these turbines needs little research before being
 established. Be it a small wind turbine on a house, a commercial wind
 farm or any offshore installation, all of them, at first, need the Wind
 Resource to be determined in the area of proposed site. The Wind
 Resource data is an estimation of average and peak wind speeds at a
 location based on various meteorological. The next step is to determine
 access to the transmission lines or nearest control centre where the
 power generated from the turbines can be conditioned, refined, stored
 or transmitted. It is also necessary to survey the impact of putting up
 wind turbines on the community and wildlife in the locality. If
 sufficient wind resources are found, the developer will secure land
 leases from property owners, obtain the necessary permits and
 financing; purchase and install wind turbines.  The completed facility
 is often sold to an independent operator called an independent power
 producer (IPP) who generates electricity to sell to the local utility,
 although some utilities own and operate wind farms directly.  Wind
 mills can be set up ranging scales of:
 
 * On-shore grid connected Wind Turbine systems
 
 * Small Wind and Hybrid Energy Decentralized systems (Floating)
 
 Advantages
 
 * Can be used for both distributed generation or grid interactive power
 generation using on-shore or off shore technologies.
 
 * Ranges of power producing turbines are available. Micro-turbines are
 capable of producing 300W to 1MW and large wind turbines have typical
 size of 35kW3MW.
 
 * Wind turbine is suitable to install in remote rural area, water
 pumping and grinding mills
 
 * Average capacity factor can be close or higher than 30%
 
 Disadvantages
 
 * The total cost can be cheaper than solar system but more expensive
 than hydro.
 
 * Electricity production depends on- wind speed, location, season and
 air temperature. Hence various monitoring systems are needed and may
 cost expensive.
 
 * High percentage of the hardware cost (for large WT) is mostly spent
 on the tower designed to support the turbine.
 
 Technology
 
 The range of wind speeds that are usable by a particular wind turbine
 for electricity generation is called productive wind speed. The power
 available from wind is proportional to cube of the wind''s speed. So as
 the speed of the wind falls, the amount of energy that can be got from
 it falls very rapidly. On the other hand, as the wind speed rises, so
 the amount of energy in it rises very rapidly; very high wind speeds
 can overload a turbine. Productive wind speeds will range between 4
 m/sec to 35 m/sec. The minimum prescribed speed for optimal performance
 of large scale wind farms is about 6 m/s. Wind power potential is
 mostly assessed assuming 1% of land availability for wind farms
 required @12 ha/MW in sites having wind power density exceeding 200
 W/sq.m. at 50 m hub-height.
 
 The energy in the wind turns two or three propeller-like blades around
 a rotor. The rotor is connected to the main shaft, which spins a
 generator to create electricity. Wind turbines are mounted on a tower
 to capture the most energy. At 100 feet (30 meters) or more above
 ground, they can take advantage of faster and less turbulent wind. Wind
 turbines can be used to produce electricity for a single home or
 building, or they can be connected to an electricity grid for more
 widespread electricity distribution. Furthermore projects are going on
 exploring in Research Design and Development to achieve following
 goals:
 
  Continue cost reduction: improved site assessment, better modeling
 for aerodynamics, intelligent/recyclable materials, stand-alone and
 hybrid systems.
 
  Increase value and reduce uncertainties: forecasting power
 performance, improving standards and engineering integrity and storage
 techniques.
 
  Enable large-scale use: Load flow control and adaptive power quality
 
  Minimize environmental impacts: Noise impacts, Flora and Fauna,
 utilization of land resources and aesthetics integration India''s Unique
 Proposition
 
  Geographic Location and Wind Potential: The potential is far from
 exhausted. It is estimated that with the current level of technology,
 the ''on-shore'' potential for utilization of wind energy for electricity
 generation is of the order of 65,000 MW. India also is blessed with
 7517km of coastline and its territorial waters extend up to 12 nautical
 miles into the sea. The unexploited resource availability has the
 potential to sustain the growth of wind energy sector in India in the
 years to come.
 
 World Market Share :
 
 Major world companies are pouring into the fast evolving Wind Energy
 market in India: Vestas, GE Wind, Enercon and Gamesa have already
 opened up their establishments across various cities in India.
 
 Government Support and Policies: Several states have come up with
 renewable energy policies like Karnataka, Tamilnadu and Andhra Pradesh.
 
 Installed Capacity: According to MNRE''s Achievement Report, The
 cumulative installed capacity of Grid Interactive Wind Energy in India
 by the end of September 2011 was 14989MW (of which 833MW was installed
 during 2011-2012 against a target of 2400MW). Aerogenerators and hybrid
 systems contributed 1.20MW during 2011-12 to yield cumulative off-grid
 wind capacity of 15.55MW.
 
 India in the windy world: In 2008, India shared 6.58% of total wind
 energy installed capacity around the world, according to World Wind
 Energy Report-2008. According to GSR-2011, the world witnessed highest
 renewable energy installations through wind energy. Total installed
 capacity of wind energy reached 198GW by the end of 2010. India ranked
 third in the world in annual capacity additions and fifth in terms of
 total wind energy installed capacity. India has been able to fast pace
 its growth in wind energy installations and bring down costs of power
 production. The GSR 2011 reported on-shore wind power (1.5-3.5MW; Rotor
 diameter 60-100m) at 5-9 cents/kWh and off shore wind power (1.5-5MW;
 Rotor diameter 75-120m) at 10-20 cents/kWh. But India''s onshore wind
 power cost reached 6-9cents/kWh in 2008 itself (Indian Renewable Energy
 Status Report-2010).
 
 Clean Wind to overcome power shortage: Electricity losses in India
 during transmission and distribution have been extremely high over the
 years and this reached a worst proportion of about 24.7% during
 2010-11. India is in a pressing need to tide over a peak power
 shortfall of 13% by reducing losses due to theft. Theft of electricity,
 common in most parts of urban India, amounts to 1.5% of India''s GDP.
 Due to shortage of electricity, power cuts are common throughout India
 and this has adversely affected the country''s economic growth. Hence a
 cheaper, non-polluting and environment friendly solution to power rural
 India is needed.
 
  Wind energy as job generator: Wind energy utilization creates many
 more jobs than centralized, non- renewable energy sources. Wind Energy
 companies have opened up huge career options. Also the ease and
 accessibility of manufacturing technology has given entrepreneurs with
 new business options to venture in. The wind sector worldwide has
 become a major job generator: Within only three years, the wind sector
 worldwide almost doubled the number of jobs from 235,000 in 2005 to
 440,000 in the year 2008. These highly skilled employees are
 contributing to the generation of 260 TWh of electricity.
 
 Your company has been promoting Green Power through Wind Energy. We
 totally have commissioned capacity of 2.365 MW. Your company has
 successfully registered the project under VCS. Second issuance is in
 process.
 
 We continue to face the problem of realization of funds from the
 government and also the Load Shedding.  Besides the late arrival of
 monsoon and the non availability of grid has affected the PLF. All the
 power generated is being sold to the Government and hence we need to
 wait for the payment which is getting delayed. This is having serious
 repercussions on the payments to be made for various term loans.
 
 The Revenue from Operations of the division increased to Rs. 1.17
 Crores in comparison to Rs. 1.22 Crores in the previous year
 registering a decrease of 4.10% due to unfavourable weather condition
 during peak seasons
 
 Renting of immovable properties :
 
 Industry Scenario /opportunity & Out Look / Risk & concern
 
 The real estate in India is one of the major revenue generating sectors
 with the growth and the depreciation of this sector influencing the
 economy. The steady expansion and the development of the IT sectors in
 India had played a major role in the development of the real estate
 sector. Owing to a rising global-economic concerns most industries are
 hit including the IT sector which has inadvertently caused strain on
 the real estate sector.
 
 This is a strange and trying time for the real estate sector with very
 few (if at all) options of expanding into multiple projects. On one
 hand in a few metros residential sales are at an all time low and in
 some others that of commercial real estate is growing by leaps and
 bounds. Take for example in Mumbai, developers are hard pressed to
 de-leverage their positions in the Mumbai residential market as they
 are getting buried under continuously mounting debts with the market
 offering them little respite. Project approvals that were practically
 stalled in 2011, have started coming through again as the Development
 Control Regulations were amended early this year. However, demand is
 likely to remain subdued due to the prevailing uncertainty in the
 economy.
 
 With respect to commercial real estate the first half of 2012 recorded
 total absorption of approximately 13.4 million sq ft of office space in
 India registering a decline of 21 per cent compared to same period last
 year which was 16.9 million sq ft. Bangalore witnessed the highest
 absorption in first half of 2012 at 3.01 million sq ft followed by
 Mumbai with 2.78 million sq.ft.
 
 The biggest concerns in India are the currency depreciation and
 political paralysis, but fundamentally India is attractive, with a
 strong domestic consumption story. The government recently extended by
 one year the one per cent interest subsidy scheme on housing loans of
 up to Rs 15 lakh, where the cost of the house does not exceed Rs 25
 lakhs. When interest rates have risen, even one per cent relief is a
 relief for the middle class and lower middle class.
 
 The budget 2012 was not the most supportive of the industry either. It
 remains to see how real estate companies cope with the current scenario
 and are able to optimize their processes.
 
 Your Company is in the process of making investments in plots of
 various sizes at the competitive prices and is in the process of
 developing the plots. The income from Leave & Licence Agreement with
 TCS Ltd., is giving a steady source of income.
 
 The Revenue from Operations of the division increased to Rs. 2.49
 Crores in comparison to Rs. 2,48 in the previous year registering a
 increase of 0.40%.  .
 
 Transfer to Reserve & Surplus :
 
 The Board of Directors proposes to transfer Rs. 1.87 Crores to Reserve
 & Surplus aggregating to Rs. 10.84 Crores.
 
 Subsidiary of the Company :
 
 The Company does not have any subsidiary Company.
 
 Deposits :
 
 The Company has not accepted any deposits from public to which the
 provisions of Section 58 - A of the Companies Act, 1956 and rules made
 there under are applicable.
 
 Conservation of Energy, Technology Absorption and Foreign Exchange
 Earnings and Outgo :
 
 The details of Conversation of Energy, Technology Absorption and
 Foreign Exchange Earnings and Outgo are given in the Annexure ''B'' which
 forms part of the Directors'' Report
 
 Green initiative :
 
 The members are informed that in accordance with Circular Nos. 17/2011
 dated 21.4.2011 and 18/2011 dated
 
 29.4.2011 issued by Ministry of Corporate Affairs, Government of India,
 henceforth, the company is proposing to send documents like notice of
 general meetings, audited accounts, Directors Report, Auditors Report
 and other documents/communications to the members in electronic from by
 email. Members holding shares in dematerialized form are requested to
 register/update their Email addresses with their depositary
 participants.  Members holding shares in physical form are requested to
 register/update their Email addresses with the company via Email at:
 investors@frontlinecorporation.com.
 
 Directors :
 
 Shri Ram Prasad Agarwal and Shri Bharat Arora, Directors of the Company
 retire by rotation and being eligible offer themselves for
 re-appointment. You are requested to accord your approval to their
 appointment.
 
 None of the Directors of your Company is disqualified as per provisions
 of Section 274(1) (g) of the Companies Act, 1956. The Directors of the
 Company have made necessary disclosures as required under various
 provisions of the Companies Act, 1956 and Clause 49 of the Listing
 Agreement.
 
 Audit Committee :
 
 The Company has constituted an Audit Committee pursuant to the
 provisions of section 292A of the Companies Act, 1956 and clause 49 of
 the Listing Agreement. The Audit Committee consists of Shri Bharat
 Arora, Shri Virendra Sharma and Shri Saurabh Jhunjhunwala. Shri Bharat
 Arora, Independent Director is chairman of the Audit Committee.
 
 Directors'' Responsibility Statement :
 
 The Directors confirm :
 
 a) that in the preparation of Annual Accounts, the applicable
 Accounting Standards have been followed and that no material departures
 have been made from the same.
 
 b) that they have selected such Accounting Policies and applied them
 consistently and made judgments and estimates that are responsible and
 prudent so as to give a true and fair view of the state of affairs of
 the Company at the end of the Financial year and of the Profit or Loss
 of the Company for that period ;
 
 c) that they have taken proper and sufficient care for the maintenance
 of adequate accounting records in accordance with the provisions of the
 Companies Act, 1956, for safeguarding the assets of the Company and for
 preventing and detecting fraud and other irregularities;
 
 d) that they have prepared the Annual Accounts on a going concern
 basis.
 
 Auditors and Auditors'' Report :
 
 M/s. Paresh Thothawala & Co., Chartered Accountants, Ahmedabad,
 Statutory Auditors of the Company holds office until the conclusion of
 the ensuing Annual General Meeting and are eligible for re-appointment.
 The Company has received a letter from them to the effect that their
 re-appointment, if made, would be within the limits prescribed under
 Section 224(1 b) of the Companies Act 1956 and they are not
 disqualified for such re-appointment within the meaning of section 226
 of the said Act.
 
 Based on the recommendations of the audit Committee, the Board of
 Directors of the Company proposes the re- appointment of M/s. Paresh
 Thothawala & Co., Chartered Accountants, as the Statutory Auditors of
 the Company.
 
 M/s. VPC & Associates, Chartered Accountants, Kolkata, Branch Auditors
 of the Company retires at the ensuing Annual General Meeting and are
 eligible for reappointment. You are requested to re-appoint the
 Auditors.
 
 Based on the recommendations of the Audit Committee, the Board of
 Directors proposes the re-appointments the re-appointment of M/s.
 Paresh Thothawala & Co., Chartered Accountants as the Statutory
 Auditors of the Company and M/s. VPC & Associates, Chartered
 Accountants, Kolkata as Branch Auditors of the Company.
 
 The comments on statement of accounts referred to in the report of the
 auditors are self explanatory and therefore do not call for any further
 comments
 
 Internal Control Systems and their adequacy :
 
 The Company maintains adequate internal control systems, which provides
 , among other things , reasonable assurance of recording the
 transactions of its operations in all material respects and of
 providing protection against significant misuse or loss of company''s
 assets.
 
 Internal Controls are adequately supported by internal audit and
 periodical review of by the management. The audit committee meets
 periodically to review with the management and statutory auditors ,
 financial statements.  The Audit Committee also meets with the internal
 auditors to review adequacy /scope of internal audit function,
 significant findings and follow up thereon and finding of abnormal
 nature.
 
 Your Company is in the process of installing CCTV in some of its
 Divisions, which on its implementation will bring optimum utilisation
 of strength of its employees and will surely safeguard the assets from
 theft/burglary or any unforeseen events.
 
 The Corporate Governance & Management Discussion & Analysis (MDA)
 Report :
 
 The Corporate Governance & Management Discussion & Analysis (MDA)
 Report forms part of the Directors'' Report. The certificate from the
 Statutory Auditors of the Company certifying compliance of the
 conditions of the Corporate Governance as stipulated in Clause 49 of
 the Listing Agreement is annexed to the report on Corporate Governance
 
 Particulars of Employees :
 
 The information required under section 217(2A) of the Companies Act,
 1956 read with the Companies.  (Particulars of the Employee) Rules,
 1975 as amended to date is not attached as there are no employees who
 are in receipt of remuneration in excess of prescribed limits.
 
 Corporate Social Responsibility :
 
 The Company as a responsible corporate citizen is contributing to
 sustainable development by its economic activities combined with the
 fulfillment of its social responsibilities for the communities it
 operates in.
 
 Cautionary Statements :
 
 Statements in this Directors'' Report & Management Discussion and
 Analysis describing the Company''s Objectives, projections, estimates,
 expectations, or prediction may be forward looking statements within
 the meaning of applicable securities laws and regulations. Actual
 result might differ materially from those expressed or implied.
 
 The Company assumes no responsibility in respect of the forward looking
 statements herein, which may undergo changes in future on the basis of
 subsequent developments, information or events.
 
 Acknowledgement :
 
 The Board of Directors of the Company takes this opportunity to thank
 the Banks, Financial Institutions, Central and State Government
 Authorities, regulatory Authorities, Customers, Suppliers, Shareholders
 and investors at large for their continued support to the Company and
 look forward to having the same support to the Company and look forward
 to having the same support in the years to come.
 
 The Board of Directors of the Company also wish to place on record
 their deep and special appreciation for the unstinting diligence and
 dedication of the Company''s employees.
 
                         For and on behalf of Board of Directors of 
 
                         FRONTLINE CORPORATION LIMITED
 
                           Sd/-
 
 Date : 30th May, 2012     PAWANKUMAR AGARWAL
 
 Place : Ahmedabad         MANAGING DIRECTOR