The Members of Frontier Leasing & Finance Limited
The Directors have pleasure in presenting the Thirtieth Annual Report
of the Company and the Audited Statements of Accounts for the Financial
Year (FY) ended 31st March, 2014.
1. Financial Results: Amt (in Rs.)
Particulars For the Year For the Year
ended on 31st ended on 31st
March, 2014 March, 2013
Income 3.04.07.381 1,86,92,242
Less: Expenses 1.41.56,440 37,43,996
Profit / (Loss) 1,62,50,941 1,49,48,246
Deferred Tax (60,04,000) (57,10,459)
Profit / (loss) 1,02,60,277 92,63,979
Less: Proposed 2,45,000 2,45,000
Less: Corporate 41,638 41,638
Less: Transfer to 20,52,055 18,52,796
Add: Balance 2,25,96,865 1,54,72,320
Brought Forward from Last
Balance Carried 3,05,18,449 2,25,96,865
Your Company continues to be profitable, dividend paying and debt free
for the last three years. Profit after tax was 0.92 Crore and 1.23
Crore for Financial Year 2013 and 2012 respectively. In Financial Year
2014 total Income stood to Rs. 3.04 Crore with Profit after tax of Rs.
1.02 Crore. Key Highlights:-
- As on 30th June 14, the Assets under Management stood at Rs. 23.34
Crores with Gross NPA and Net NPA at 0%.
- During the year, the Company has built a Bill Discounting portfolio
of Rs. 12.24 Crores and Corporate Loan of Rs. 6.2 Crores as of 30th
Your Directors are pleased to recommend a Dividend of Rs 1/- Per Equity
share of Rs 10/- each for the Year end 31st March, 2014. The Dividend
if approved at the forthcoming Annual General Meeting will be paid out
of the profits of the Company. The Dividend will be paid to those
shareholders whose name appear on the Register of the Members of the
Company after giving effect to all the valid transfers lodged with the
share transfer agent on or before the 9th September, 2014 and to those
whose name appear as beneficial owners in the records of National
Securities Depository Limited (NSDL) and Central Depository Services
(India) Limited (CDSL) as on the said date. After considering the
Company''s profitability as well as working capital requirement for its
growth plans, your directors are pleased to recommend a final dividend
at the rate of 10% i.e. Re. 1/- per equity share. The dividend will be
declared in the ensuing Annual General Meeting based on approval by the
4. Public Deposit: m
Your company has not accepted any
Deposits during the Year. Hence the provisions of Section 58A of the
Companies Act, 1956 or Section 73 & 74 of the Companies Act, 2013 and
the Companies (Acceptance of Deposits) Rules, 1975 and. Companies
(Acceptance of Deposits) Rules, 2014 are not applicable to the Company.
Companies (Acceptance of Deposits) Rules, 2014 are not applicable to
the Company. 5. Auditors:
M/s. Nisar & Kumar, Chartered Accountants, retire at the conclusion of
the ensuing Annual General Meeting. They have been Statutory Auditors
of the Company since Financial Year 2008 i.e for a continuous period of
4 years including Financial Year 2014. In terms of the Companies Act,
2013 (the new Act) and the Rules framed thereunder, it is proposed to
appoint them as Statutory Auditors of the Company to hold office from
the conclusion of the Annual General Meeting, until the conclusion of
the 31st Annual General Meeting of the Company to be held in the Year
2017 (subject to ratification of their appointment by the Members at
every Annual General Meeting held after the ensuing Annual General
As required under the provisions of Section 139 (1) of the new Act, the
company has received a written consent from M/s Nisar & Kumar,
Chartered Accountants to their appointment and a Certificate, to the
effect that their re-appointment, if made, would be in accordance with
the new Act and Rules framed thereunder and that they satisfy the
criteria provided in Section 141 of the new Act.
The Members are requested to elect Auditors as aforesaid and fix their
A] During the year, the following Directors resigned from the Board of
Sr. Name of DIN No. Designation Date of
No the Resignation
1 Mr. 00023081 Non- 5th August,
Manish Executive 2014
2 Mr. 00055499 Non- 5th August,
Narottam Executive 2014
3 Mr. Sridhar 00004272 Independent 30th June,
Srinivasan Director 2014
The Board extends its sincere appreciation to Mr. Sridhar Srinivasan,
Mr. Manish Kedia and Mr. Narottam Babulal Vyas for their valuable
guidance and support provided during their tenure as Directors in the
B] In accordance with the provisions of Section 149 of the Companies
Act, 2013 and the Rules made thereunder, which came into effect from
April 1, 2014, approval of the Members will be sought at the ensuing
Annual General Meeting of the Company for formalizing the appointment
of Mr. V.G Raghavan, Mr. Sridhar Srinivasan and Mr. Rajesh Kathuria as
Independent Directors of the Company, liable to retire by rotation, for
a term until September, 2017.
7. Subsidiary Company:
A wholly owned subsidiary of the Company named Frontier Digital
Technologies Private Limited'' (FDTPL) was incorporated on 21st March,
2014. A statement containing brief financial details of FDTPL for the
year ended March 31, 2014 is included in the Annual Report.
The Company is registered with RBI as an Asset Financing Non Deposit
Accepting NBFC. The Company has complied with and continues to comply
with the applicable Regulations and Directions of the RBI and it does
not carry on any activities other than those specifically permitted by
9. Director''s Responsibility Statement:
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956 the Directors, based on the representation received from the
Operating management, confirm that:
(i) in the preparation of the annual accounts for the financial period
ended 31st March, 2014,the applicable accounting standards have been
followed and there are no material departures.
(ii) they have, in the selection of the accounting policies, consulted
the Statutory Auditors and these have been applied consistently and
reasonable and prudent judgments and estimates have been made so as to
give a true and fair view of the state of affairs of the Company as at
31st March, 2014 and of the profit of the Company for the year ended on
(iii) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
(iv) the annual accounts have been prepared on a going concern basis.
10. Consolidated Financial Statements
The Consolidated Financial Statements of the Company and its subsidiary
FDTPL, prepared in accordance with Accounting Standard AS 21 form
part of this Annual Report. The Consolidated Financial Statements
presented by the Company include the financial results of its
subsidiary Company FDTPL.
11. Corporate Governance Report:
With the introduction of the new Companies Act, 2013 and the issue of
SEBI circular no. CIR/CFD/POLICY CELL/2/2014 dated April 17, 2014, the
provisions of amended Clause 49 of the Listing Agreement related to the
corporate governance would be applicable to the Company with effect
from 1st October, 2014. However, as a measure of good governance, the
Company complies with most of the requirements specified under Clause
A summary of the Corporate Governance measures adopted by the Company
is given below:-
i. The Company recognizes its role as a corporate citizen and endeavors
to adopt the best practices and the highest standards of corporate
governance through transparency in business ethics, accountability to
its customers, government and others.
ii. The Company believes that good corporate governance practices
enable the management to direct and control the affairs of the Company
in an efficient manner and to achieve the Company''s goal of maximizing
value for all its stakeholders.
iii. The Board of Directors along with its Committees provides
leadership and guidance to the Company''s management and directs,
supervises and controls the activities of the Company.
iv. The size of the Board is commensurate with the size and business of
the Company. At present, the Board comprises of Mr. V.G Raghavan, Mr.
Sridhar Srinivasan, Mr. Sandeep Soni and Mr. Rajesh Kathuria. Mr. V G
Raghavan, Mr. Sridhar Srinivasan & Mr. Rajesh Kathuria are the Non -
Executive Independent Directors of the Company and Mr. Sandeep Soni is
the Executive, Whole Time Director of the Company.
v. Mr. Sandeep Soni was re-appointed as the Whole time Executive
Director of the Company for a period of 5 years commencing 1st April,
It was decided at the Nomination and Remuneration Committee Meeting
held on 25th March, 2014 and at a Board Meeting held on the same day,
to pay Remuneration of INR 3 lakhs per month with effect from 1st
vi. The Board has constituted Committees with specific terms of
reference to focus on specific issues and ensure expedient resolution
of diverse matters. These include the Audit Committee, Nomination &
Remuneration Committee & Independent Directors Committee.
vii. The Audit Committee, Nomination and Remuneration Committee and the
Independent Directors Committee was constituted comprising three
Non-Executive (NE) Independent Directors viz. Mr. V.G Raghavan, Mr.
Sridhar Srinivasan and Mr. Rajesh Kathuria.
viii. Minutes of Meetings of all Committees of the Board are placed
before the Board for discussion/noting. A quarterly summary of the
minutes of the meetings of the Boards of the Company''s subsidiary FDTPL
is also placed before the Board for noting.
ix. During the year, Ms. Neha Sanghavi, Associate Member of The
Institute of Company Secretaries of India, was appointed as the Company
Secretary and Compliance Officer of the Company. The Company Secretary
is also the Secretary of all the aforementioned Committees.
x. The Company, Directors (including the Independent Directors) and its
employees have adopted the Code of Conduct and the same has been posted
on the Company''s website.
xi. The Company has adopted a Whistle - Blower Policy which provides a
formal mechanism for all employees of the Company to make protected
disclosures to the management about unethical behavior, actual or
suspected fraud or violation of the Company''s Code of Conduct. No
employee of the Company has been denied access to the Audit Committee.
xii. The Company''s website is www.flflindia.com
12. Accounts and Accounting Standards
The Company adheres to the Accounting Standards notified under the
Companies (Accounting Standard) Rules, 2006 in the preparation of its
financial statements and also to the guidelines prescribed by the RBI.
13. Conservation of energy, technology absorption, foreign exchange
earnings and outgo:
Information pertaining to section 217(1) (e) of the Companies Act, 1956
& 134 (3)(m) of the Companies Act, 2013 read with the Companies
(Disclosure of Particulars in the Report of Directors) Rules, 1988 and
Companies (accounts) Rules, 2014 with respect to conservation of
energy, technology absorption may be treated as NIL since your Company
is not a manufacturing Company.
During the year under review, the Company had NIL foreign exchange
earnings (Previous Year: NIL) and outgo (Previous Year: NIL)
14. Particulars of Employees:
The disclosures as required under Section 217(2A) of the Companies Act,
1956 read with Companies (Particulars of Employees) Rules, 1975 as
amended, is not required as there are no employees covered by it.
The Company has made adequate disclosures regarding related party
transactions, contingent liabilities, and significant accounting policy
in the Notes to Accounts as an integral part of the Balance Sheet and
Profit & Loss Accounts.
16. Stock Exchanges - Compliance of Listing Agreements
The Company''s shares are listed at The Bombay Stock Exchange and the
Company has paid the listing fees to the Stock Exchange. Further, the
Company has demat connectivity with both the Depositories, NSDL and
CDSL and paid Annual Fees to both the Depositories.
17. Green Initiative
Section 136 of the Companies Act, 2013 and the Rules made there under
allow the Company to send its financial statements by electronic mode
to such members whose shareholding is in dematerialized format and
whose email addresses are registered with Depository for communication
purposes. As a responsible corporate citizen, the Company proposes to
effect electronic delivery of the Annual Report of the Company in lieu
of the paper form to the Members who have registered their email IDs
with the Depositories. However, as a matter of practice, a physical
copy of the Annual Report has also been sent to the members at their
address registered with the Company and the Depository Participants.
A copy of this Annual Report along with the Annual Report of each of
the Company''s subsidiaries for FY 2013-14 is also available on the
website of the Company viz. www .flflindia. com
The Directors would like to place on record their gratitude for the
valuable guidance and support received from the Reserve Bank of India,
Securities and Exchange Board of India, Bombay Stock Exchange Limited
and other Government and Regulatory Authorities and convey their
appreciation to all the stakeholders, customers, bankers, lenders,
vendors and all business associated for their valuable and continuous
support and encouragement towards the conduct of the efficient
operations of the company.
By order of the Board
Mr. Sandeep Soni Mr. Rajesh Kathuria
Date: 11th August, 2014