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Frontline Securities

BSE: 533213|ISIN: INE773B01020|SECTOR: Finance - Investments
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Directors Report Year End : Mar '18    Mar 17

DIRECTOR''S REPORT

Dear Members,

The Directors of your Company take pleasure in presenting this Twenty Fourth Annual Report along with the Audited Financial Statements for the financial year ended March 31st, 2018.

FINANCIAL RESULTS

The financial performance of the Company, for the year ended March 31st, 2018 is summarized below:

(Rs In Lakhs)

Particulars

2017-18

2016-17

Gross Income

1296.07

560.00

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

1194.19

495.08

Finance Costs

(11.34)

(0.01)

Depreciation & Amortization expenses

(20.93)

(3.42)

Profit before Tax

1161.92

491.65

Current Tax

(231.02)

(88.92)

MAT Credit

65.09

46.85

Deferred Tax

0.41

0.39

Profit for the year

996.40

449.97

Add: Balance in Profit & Loss Account

2,163.69

1,845.96

Total

3160.09

2295.93

Less: Appropriation:

Buy Back of Shares

542.94

-

Transferred to RBI Reserve

199.28

89.99

Proposed Dividend on equity shares

29.64

35.93

Proposed Dividend Tax

6.09

7.52

Contingency Provision against Standard Assets

0.15

(1.26)

Short Provision made in the previous year

-

0.06

Closing Balance

2381.99

2163.69

REVIEW OF OPERATIONS

During the year under review, the Company had achieved a Gross Income of Rs. 1,296.07 Lakhs as against Rs 560.00 Lakhs in the previous year. The profit before tax stands at Rs.1,161.92 Lakhs as against Rs.491.65 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 9,220.60 as on 1st April, 2017 to 10,113.70 as on 31st March, 2018. Due to this, the investment gave better returns, during current year leading to capital gains of Rs. 860.65 lakhs against capital gains of Rs. 419.61 during the financial year 2016-17. Besides, the business of Mutual Fund distribution has grown substantially leading to commission income growth to Rs. 309.52 lakhs against Rs. 22.87 lakhs during the financial year 2016-17.

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. However the price of crude oil is increasing in the current period. Besides, the US interest Rate is also increasing. Due to global strategic situations, increase in crude oil prices, US interest rates and their economy, Indian Stock market may remain volatile during the current year (i.e. 2018-19). Hence the income from investments may remain little subdued/uncertain. However the business of Mutual Fund Distribution is given more stress, we expect to do well in this regard during the current year.

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

The Board of Directors has recommended the sub-division of equity shares of the Company in its Board Meeting held on 28th May, 2018 from Rs. 10/- (Rupee Ten Only) per equity share to Rs. 5/- (Rupees Five Only) per equity share, subject to approval of Members at ensuing Annual General Meeting.

RBI GUIDELINES

The Company has complied with the Regulations of the Reserve Bank of India as on 31st March, 2018, 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 73 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 or overdue deposit with the Company as on 31.03.2018. RESERVE FUND

As per section 45IC of RBI Act 1934, the Company has transferred Rs. 199.28 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 after Buy Back of the Company) for the financial year ended 31st March, 2018.

LISTING OF EQUITY SHARES

The equity shares of the Company are listed on the Bombay Stock Exchange Limited, Phiroze Jeejeebhoy Towers, Dalai 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.

BUY BACK OF SHARES

The Board of Directors at its meeting on 20th October, 2017 has approved a proposal for the company to Buyback upto 12,77,866 fully paid up equity shares of face value Rs. 10/- each from the eligible shareholders of the company for an amount not exceeding Rs.7,92,27,692/-. The Shareholders of the Company approved the proposal of Buyback of equity shares through postal ballot that concluded on 8th December, 2017. Since the Buy Back offer was undersubscribed, the Company has bought back and extinguished 12,58,843 Equity

shares in February 2017. The Buyback was offered to all shareholders as on record date 22nd December, 2017 on a proportionate basis through tender offer route in accordance with the provisions of the SEBI (Buy back of Securities ) Regulations, 1998 and Companies Act, 2013. The Company has utilized a sum of Rs. 2,37,54,125/- from its Security Premium Account to the extent available and Rs. 5,42,94,141 /- from its Profit & Loss Account to pay Rs 7,80,48,266/- to its shareholder for the Buy Back of 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, Mrs. Sarabjeet Kaur, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered herself for re-appointment.

Further, the Board has re-appointed Mr. Gauri Shanker Pandey, as a Whole time Director of the Company for the period of five years w.e.f 16th March, 2018 subject to approval of Members in the ensuing Annual General Meeting.

Brief resume and other details of the Directors being re-appointed as required under the Securities Exchange Board of India (Listing Obligations And Disclosures Requirement) Regulations, 2015 are provided in the Explanatory Statement annexed to the Notice.

During the year under review, Nine (9) Meetings were convened and held, details of which are provided in the Report on Corporate Governance.

KEY MANEGERIAL PERSONNEL

Presently, Mr. Mayank Agarwal, Chartered Accountant is the Chief Financial Officer of the Company. He was appointed as the Chief Financial Officer w.e.f 21.10.2017 due to the resignation of Ms. Swarna Gowri S. on 21.10.2017.

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://fslindia.com/ pdf/FAMILIARIZATION PROGRAMMES.pdf.

PERFORMANCE EVALUATION

Pursuant to the provisions of Companies Act, 2013 and Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out annual performance evaluation

of its own performance, its committees and all the Directors individually.

The evaluation of Non - Independent Directors, Chairman and the Board as a whole was done at a separate meeting by the Independent Directors.

DIRECTORS RESPONSIBILITY STATEMENT

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, 2018, 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, 2018 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.

PARTICULARS OF LOANS GIVEN AND INVESTMENTS MADE

Being a NBFC (Non-Banking Financial Company), 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 under review 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.

During the year under review, the Company was required to spend Rs. 9.73 lakhs (2% of Average net profits of last 3 financial years) on CSR Activities.

The Company shall utilize the available funds on long term projects such as Education, Old Age Homes, Orphanage etc. (as specified under Schedule VII of Companies Act, 2013 for CSR activities). The Company is under the process of finding the suitable options and finalization of the implementation plan for the same.

In view of the above the Company is preserving the funds so that as and when the adequate and appropriate option is available to the Company, it will utilize the funds for CSR activities.Hence, the Company has decided not to spend the amount on CSR during the year under review. However, the Company has been compliant with the provisions of Section 135 of the Companies Act, 2013 in the past.

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

The Annual report on CSR activities is annexed herewith as Annexure IV. AUDITORS AND AUDITORS'' REPORT i) Statutory Auditors:

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) on 17.05.2017 as a Statutory Auditor for a term of Five Years to hold the office from the conclusion of the 23rd Annual General Meeting held in the Financial year 2016-17 till the conclusion of the 28th Annual General Meeting to be held for the Financial year 2021-22 subject to ratification at every Annual General Meeting.

Further 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 the re-appointment.

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

During the year under Review the Auditor had not reported any matter under Section 143 (12) of the Companies Act, 2013; therefore no detail is required to be disclosed under Section 134 (3) of the Companies 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 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith marked as Annexure V to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

EXTRACT OF ANNUAL RETURN

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

It may also be accessed on the website of the Company at http://www.fslindia.com/pdf/MGT_9%20new-l-5.pdf

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

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 six 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 2017-18 and hence no complaint is outstanding as on 31.03.2018 for redressal.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis 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

1.82

Richa Arora

1.05

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 Financial Officer and Company Secretary

% increase in remuneration in the financial year

Gauri Shanker Pandey (Whole Time Director)

NIL*

Richa Arora ( Company Secretary)

36.36 %

**Swarna Gowri S. ( Chief Financial Officer)

33.33%

***Mayank Agarwal ( Chief Financial Officer)

NA

*There was no increase in salary. However, revision of salary was done. **Resigned as Chief Financial Officer w.e.f 21.10.2017 *** Appointed as Chief Financial Officer w.e.f 21.10.2017

c. The percentage increase in the median remuneration of employees in the financial year : 5.25%

d. The number of permanent employees on the rolls of Company: 12 (as on 31st March, 2018).

e. 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 5.25% whereas increase in the managerial remuneration for the year was 5.74%

f. Top Ten Employees in terms of Remuneration drawn as on 31.03.2018:

Company''s Business Model does not require large no. of people. Total No. of employees as on 31.03.2018 is 12 which includes Senior Level, Middle Level and lower level. Details of all senior level employees drawing salary are given below:

Particulars

Mr. G.S Pandey

Mr. Mayank Agarwal

Ms. Richa Arora

Designation

Whole Time Director

Chief Financial Officer (from 21.10.2017)

Whole Time Director & Company Secretary

Remuneration Received (Rs. In Lakhs )

7.22

1.82*

4.17

Nature of Employment

Permanent

Permanent

Permanent

Qualification

B.com

CA & B.com

CS & B.com(H)

Experience

30 years of Experience in Human Resource and administration

1 year of experience in the Field of Accounts , taxation & Audit.

2 years of Experience in the field of Company law, SEBI Regulation & other corporate law matter.

Date of Commencement of Employment

16.03.2013 (appointed as a Whole Time Director )

21.10.2017

26.02.2016

Age

60 years

25 years

25 years

Previous Employment & Designation

Dolsun Containers Private Limited , Manager

MJMJ & Associates LLP, Audit Manager

Tiwari& Mishra , Chartered Accountant as an Accounts Executive

No. of shares held in the Company

0

0

0

Note: #Appointed as Chief Financial Officer on 21.10.2017

1. None of the above mentioned employee is a relative of any director or manger of the Company.

2. The above mentioned employees constitute the KMP''s of the Company, besides this, the other employees receives nominal salary depending upon their work profile.

g. No employee who was employed throughout the Financial Year 17-18 was in receipt of remuneration, which in aggregate was of amount not less than Rupees One Crore and Two lakh.

h. No employee who was employed for a part of the Financial Year 17-18 was in receipt of remuneration for any part thereof, which in aggregate was of amount not less than Rupees Eighty Lakhs and Fifty Thousand.

i. No employee who was employed throughout the Financial Year 17-18 or part thereof was in receipt of remuneration which in aggregate or as the case may be, was at a rate which in aggregate was in excess of that drawn by the whole time director(s) and who held by himself or along with his spouse and dependent children, not less than 2 percent of the Equity shares of the Company.

j. 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.

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

FRONTLINE SECURITIES LIMITED

Gauri Shanker Pandey

Rakesh K. Jain

Place :Noida

Whole Time Director

Chairman

Date: 28.05.2018

DIN: 00050614

DIN: 00050524

Annexure-I

Policy for Selection of Director and determining Director''s Independence

1. Introduction

1.1. Frontline Securities Limited (FSL) believes that an enlightened Board consciously creates a culture of leadership to provide a long-term vision and policy approach to improve the quality of governance. Towards this, FSL ensures constitution of a Board of Directors with an appropriate composition, size, diversified expertise and experience and commitment to discharge their responsibilities and duties effectively.

1.2. FSL recognizes the importance of Independent Directors in achieving the effectiveness of the Board. FSL aims to have an optimum combination of Executive, Non-Executive and Independent Directors.

2. Scope and Exclusion:

2.1 This Policy sets out the guiding principles for the Nomination and Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, in case of their appointment as Independent Directors of the Company.

3. Terms and References:

In this Policy, the following terms shall have the following meanings:

3.1 Director means a director appointed to the Board of a company.

3.2 Nomination and Remuneration Committee means the committee constituted by FSL''s Board in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI ( Listing Obligations and Disclosure Requirements)Regulations, 2015.

3.3 Independent Director means a director referred to in sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(l)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015.

4. Policy:

4.1 Qualifications and criteria

4.1.1 The Nomination and Remuneration (N&R) Committee, and the Board, shall review on an annual basis, appropriate skills, knowledge and experience required of the Board as a whole and its individual members. The objective is to have a Board with diverse background and experience that are relevant for the Company''s global operations.

4.1.2 In evaluating the suitability of individual Board members, the N&R Committee may take into account factors, such as:

• General understanding of the Company''s business dynamics, global business and social perspective;

• Educational and professional background standing in the profession;

• Personal and professional ethics, integrity and values/willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively.

4.1.3 The proposed appointee shall also fulfill the following requirements:

• Shall possess a Director Identification Number;

• Shall not be disqualified under the Companies Act, 2013;

• Shall give his written consent to act as a Director;

• Shall endeavor to attend all Board Meetings and wherever he is appointed as a Committee Member, the Committee Meetings;

• Shall abide by the Code of Conduct established by the Company for Directors and Senior Management Personnel;

• Shall disclose his concern or interest in any company or companies or bodies corporate, firms, or other association of individuals including his shareholding at the first meeting of the Board in every financial year and thereafter whenever there is a change in the disclosures already made; Such other requirements as may be prescribed, from time to time, under the Companies Act, 2013, SEBI (Listing and Obligation Requirements) Regulations, 2015 and other relevant laws.

4.2 Criteria of Independence

4.2.1 The N&R Committee shall assess the independence of Directors at the time of appointment / re-appointment and the Board shall assess the same annually. The Board shall re-assess determinations of independence when any new interests or relationships are disclosed by a Director.

4.2.2 The criteria of independence shall be as laid down in Companies Act, 2013 and Regulationl6(l) (b) of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015.

Annexure-II Remuneration Policy for Directors. Key Managerial Personnel and other employees

1. Introduction

Frontline Securities Limited (FSL) recognizes the importance of aligning the business objectives with specific and measureable individual objectives and targets. The Company has therefore formulated the remuneration policy for its Directors, Key Managerial Personnel and other employees keeping in view the following objectives:

Ensuring that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate, to run the company successfully.

Ensuring that relationship of remuneration to performance is clear and meets the performance benchmarks.

Ensuring that remuneration involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the company and its goals.

2. Scope and Exclusion:

This Policy sets out the guiding principles for the Nomination and Remuneration Committee for recommending to the Board the remuneration of the Directors, Key Managerial Personnel and other employees of the Company.

3. Terms and References:

In this Policy, the following terms shall have the following meanings:

3.1 Director means a director appointed to the Board of the Company.

3.2 Key Managerial Personnelmeans

(i) the Chief Executive Officer or the Managing Director or the Manager;

(ii) the company secretary;

(iii) the whole-time director;

(iv) the Chief Financial Officer; and

(v) such other officer as may be prescribed under the Companies Act,2013

3.3 Nomination and Remuneration Committee means the committee constituted by FSL''s Board in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015.

4. Policy:

4.1 Remuneration to Executive Directors and Key Managerial Personnel

4.1.1 The Board, on the recommendation of the Nomination and Remuneration (N&R) Committee, shall review and approve the remuneration payable to the Executive Directors of the Company within the overall limits approved by the shareholders.

4.1.2 The Board, on the recommendation of the N&R Committee, shall also review and approve the remuneration payable to the Key Managerial Personnel of the Company.

4.2 Remuneration to Non-Executive Directors

4.2.1 The Board, on the recommendation of the N&R Committee, shall review and approve the remuneration payable to the Non-Executive Directors of the Company within the overall limits approved by the shareholders.

4.3 Remuneration to other employees

4.3.1 Employees shall be assigned grades according to their qualifications and work experience, competencies as well as their roles and responsibilities in the organization. Individual remuneration shall be determined within the appropriate grade and shall be based on various factors such as job profile, skill sets, seniority, experience and prevailing remuneration levels for equivalent jobs.

Annexure-III Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8 (2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso there to

1. Details of contracts or arrangements or transactions not at arm''s length basis:

Frontline Securities Limited (FSL) has not entered into any contract or arrangement or transaction with its related parties which is not at arm''s length during financial year 2017-18.

2. Details of material contracts or arrangement or transactions at arm''s length basis

(a) Name(s) of the related party and nature of relationship:

I. Aridhi Jain, relative of Director

II. Hope Consultants Limited, common Directors

III. Frontline Capital Services Limited, common Director

IV. FSL Software Technologies Limited, common Director

(b) Nature of contracts/arrangements/transactions:

I. Rent Agreement,

II. Rent Agreement,

III. Share Broking and Depository Services: and

IV. Rent Agreement, respectively

(c) Duration of the contracts/ arrangements/transactions

I. Contract dated April 04, 2012 as renewed on April 01, 2015 which was terminated on 14th August, 2017.

II. Contract dated April 01, 2013 as renewed on April 04, 2016 which is ongoing.

III. Agreement entered in 1995, which is ongoing.

IV Contract entered on July 01st, 2017 for a period of three years which is still ongoing.

(d) Salient terms of the contracts or arrangements or transactions including the value, if any:

I. The Company has given residential premises on lease and rent basis on terms and conditions spelt out in the Rent Agreement. The Contract has been terminated w.e.f 14th August, 2017.

II. The Company has taken office premises on lease and rent basis on the terms and conditions spelt out in the Rent Agreement.

III. The Company has entered into Share Broking and Depository Services in the regular course of business.

IV The Company has taken office premises on rent basis on the terms and conditions spelt out in the Rent Agreement.

(e) Date(s) of approval by the Board, if any: Not applicable, since the contract was entered into the ordinary course of business and on arm''s length basis.

(f) Amount paid as advances, if any:

I. NIL II. NIL III. NIL IV NIL

Annexure-IV

ANNUAL REPORT ON CSR ACTIVITIES Pursuant to Section 135 of the Act & Rules made there under

1. A brief outline of the company''s CSR Policy, including overview of projects or programs proposed to be undertaken and a reference to the web link to the CSR policy and projects or programs:

FSL''s CSR policy is aimed at capacity building of the underserved and marginalized. It has a CSR vision to uphold human values with sustainable community development. Under capacity building, major emphasis will be given to programs that equip women & youth to be drivers of change and children as the future of a maturing economy.

The projects undertaken will be within the broad framework of Schedule VII of the Companies Act, 2013. The Company proposes to promote orphanage, education, financial literacy initiatives and setting up old age homes.

Details of CSR policy are available on the web link http://fslindia.com/pdf/csr%201.pdf 2. The Composition of the CSR Committee:

S.NO

NAME

CATEGORY

DESIGNATION

1

Mr. Atul K Jain

Independent Director

Chairman

2

Mr. Gauri Shanker Pandey

Whole -Time Director

Member

3

Mr. Arun K. Jain

Independent Director

Member

3. Average net profit of the company for last three financial years for the purpose of computation of

CSR: Rs. 48,668,603.33

4. Prescribed CSR Expenditure (two percent of the amount shown as in item 3 above): Rs. 973,372.07

5. Details of CSR spent during the financial year:

a. Total amount to be spent for the financial year: NIL

b. Amount unspent, if any: Rs. 973,372.07

c. Manner in which the amount spent during the financial year is detailed below:

(1)

(2) (3)

(4)

(5)

(6) (7)

(8)

s.

No

CSR Sector in project or which the activity project is identified covered

Projects or programs 1) Local area or other 2) Specify the state and district where projects or programs was undertaken

Amount outlay (budget) project or programs wise (Rupees in Lakhs)

Amount spent Cumulative on the projects expenditure or programs upto the Sub-heads: reporting 1) Direct period expenditure (Rupees in on projects or lakhs) programs 2) Overheads: (Rupees in Lakh

Amount spent Direct or through implementing agency.

NIL

6. In case the Company has failed to spend the two percent of the average net profits of the last three financial years or any part thereof, the Company shall provide the reasons for not spending the amount in its Board report.

The Company shall utilize the available funds on long term projects such as Education, Old Age Homes, Orphanage etc. (as specified under Schedule VII of Companies Act, 2013 for CSR activities). The Company is under the process of finding the suitable options and finalization of the implementation plan for the same.

In view of the above the Company is preserving the funds so that as and when the adequate and appropriate option is available to the Company, it will utilize the funds for CSR activities. Hence, the Company has decided not to spend the amount on CSR during the year under review. However, the Company has been compliant with the provisions of Section 135 of the Companies Act, 2013 in the past.

7. A responsibility statement of the CSR Committee that the implementing and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the Company.

We declare that implementing and monitoring of the CSR Policy are in compliance with CSR objectives and Policy of the Company.

On behalf of the Board of Directors

For FRONTLINE SECURITIES LIMITED

Atul K. Jain

Rakesh K. Jain

(Chairman CSR Committee)

(Chairman)

DIN: 00133750

DIN: 00050524

Annexure-V

Jain Aarti & Associates

Company Secretaries

D-5, Ilnd Floor, R.K. Tower, Sector-4, Vaishali, Ghaziabad. Ph. No. 9811894375, aarti.jain@jainaartiassociates.in.

Form No. MR-3 SECRETARIAL AUDIT REPORT

For The Financial Year Ended on 31st March 2018

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

Frontline Securities Limited

M-6, Ilnd Floor, M-Block Market Greater Kailash-II, New Delhi-110048.

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by ''Frontline Securities Limited'' (hereinafter called the company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing our opinion thereon.

I, Report That:

Based on my verification of the Company''s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its company secretary, its officers agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion during the audit period covering the financial year ended on 31st March 2018 (''Audit Period'') the Company has complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March 2018 according to the provisions of:

I. The Companies Act, 2013 (the Act) and the Rules made there under;

II. The Securities Contract (Regulation) Act, 1956 (SCRA) and the rules made thereunder;

III. The Depositories Act, 1996 and the Regulations and Byelaws framed thereunder;

IV. The Following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act) to the extent applicable to the Company :

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

d) The Securities and Exchange Board of India (Registrar to an Issue & Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with Client.

e) The Securities and Exchange Board of India (Delisting of equity Shares) Regulations, 2009.

f) The Securities and Exchange Board of India(ESOS and ESPS) Guidelines, 1999;

g) The Securities and Exchange Board of India SEBI (Buyback of Securities) Regulations, 1998. h) The Memorandum and Articles of Association of the Company.

I have also examined compliance with the applicable clauses of the following:

a) Secretarial Standards issued by The Institute of Company Secretaries of India.

b) The Listing agreement entered by the Company with Bombay Stock Exchange (BSE).

During the period of audit review, the company has complied with all the provisions of the Act, Rules, Regulations, Guidelines, Standards, Listing Agreements etc. as mentioned above.

I, Report That:

During the period under review and as per the explanations and representations made by the management and subject to clarifications given to us, the Company has substantially complied with the provisions of the Act, Rules, Regulations, Guidelines, etc., that are applicable to the Company.;

I further report that the compliance by the Company of applicable financial laws, like direct and indirect tax laws, has not been reviewed in this Audit since the same have been subject to review by statutory financial audit and other designated professionals.

I further report that the Company has, in our opinion, complied with the provisions of the Companies Act, 2013 and the Rules made under that Act and the Memorandum and Articles of Association of the Company, with regard to:

a) Maintenance of various statutory registers and documents and making necessary entries therein;

b) Forms, returns, documents and resolutions required to be filed with the Registrar of Companies and the Central Government;

c) Service of documents by the Company on its Members, Auditors and the Registrar of Companies;

d) Notice of Board Meetings and Committee Meetings of Directors;

e) The meetings of Directors and Committees of Directors including passing of resolutions by circulation;

f) The Annual General Meeting during the period was held on 9th August 2017;

g) Minutes of proceedings of General Meetings and of the Board and its Committee meetings;

h) Approvals of the Members, the Board of Directors, the Committees of Directors and the government authorities, wherever required;

i) Constitution of the Board of Directors / Committee(s) of Directors, appointment, retirement and reappointment of Directors including the Managing Director and Whole-time Directors;

j) Payment of remuneration to Directors including Whole-time Directors,

k) Appointment and remuneration of Auditors;

1) Transfers and transmissions of the Company''s shares;

m) Borrowings and registration, modification and satisfaction of charges wherever applicable; n) Investment of the Company''s funds including investments and loans to others;

o) Form of Balance Sheet as prescribed under Part I, form of statement of profit and loss as prescribed under Part II and General Instructions for preparation of the same as prescribed in Schedules to the Act;

p) Directors'' report;

q) Contracts, common seal, registered office and publication of name of the Company; and

r) Generally, all other applicable provisions of the Act and the Rules made under the Act.

I, further report that:

• The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

• In accordance with law, adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

• All the decisions are carried unanimously. The members of the Board have not expressed dissenting views on any of the agenda items.

• The Company has obtained all necessary approvals under the various provisions of the Act; and there was no prosecution initiated and no fines or penalties were imposed during the year under review under the Companies Act 2013, Depositories Act and Rules, Regulations and Guidelines framed under these Acts against / on the Company, its Directors and Officers.

• The Directors have complied with the disclosure requirements in respect of their eligibility of appointment, their being independent and compliance with the Code of Conduct for Independent Directors;

• I further report that Company has complied with the provisions of the Depositories Act, 1996 and the Byelaws framed thereunder by the Depositories with regard to dematerialization / rematerialisation of securities and reconciliation of records of dematerialized securities with all securities issued by the Company.

Based on the compliance mechanism established by the Company, I am of the opinion that the management has:-

• Adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

• I further report that Company has properly complied with the provisions of Buy- Back of Securities under Companies Act, 2013 and SEBI (Buy Back of Securities) Regulations, 1998 with respect to 12,58,843 shares bought back during the year.

I, further report that: that during the audit period, there were no instances of:-

a) Foreign technical collaboration during the financial year;

b) Merger / Amalgamation / Reconstruction etc.;

c) Public/Right/Preferential issue of shares/debentures/sweat equity shares etc.;

d) Major decision taken by the members in pursuance to the section 180 of the Companies Act, 2013.

I further report that:

a) Maintenance of secretarial records is the responsibility of the management of the Company. Our

responsibility is to express an opinion on these secretarial records based on our audit.

b) I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, we followed provide a reasonable basis for our opinion.

c) I have not verified the correctness and appropriateness of the financial statements of the Company.

d) The compliance of the provisions of the corporate and other applicable laws, rules, regulation, standards is the responsibility of the management. Our examination was limited to the verification of procedures on test basis.

e) The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

Place: Vaishali

For Jain Aarti & Associates

Date: 21/05/2018

(Company Secretaries)

CS Chhaya Walia

Membership No. A42947

COP No.19868

Annexure VI

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN As on financial year ended on 31.03.2018

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.

L

REGISTRATION & OTHER DETAILS:

1

CIN

L65100DL1994PLC058837

2

Registration Date

5/5/1994

3

Name of the Company

FRONTLINE SECURITIES LIMITED

4

Category /Sub-category of the Company

COMPANY LIMITED BY SHARES NON-GOVERNMENT COMPANY

5

(i) Address of the Registered office & contact details

M-6, IIND FLOOR, M BLOCK MARKET, GREATER KAILASH-II, NEW DEL HI-110048, PH: 011-29216309,29212610,

(ii) Address for correspondence

B-22, SECTOR -4, NOIDA -201301, UTTAR PRADESH , PHN : 0120-2534066

6

Whether listed company

YES (Listed on BSE)

7

Name, Address & contact details of the Registrar & Transfer Agent, if any.

LINK INTIME INDIA PVT LTD , 44, COMMUNITY CENTRE 2ND, FLOOR, NARAINA INDUSTRIAL AREA, PHASE -1, NEAR PVR NARAIANA , NEW DELHI-110028, PH: 91-11-41410592, FAX: 91-41410591

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

(All the business activities contributing 10 % or more of the total turnover of the company shall be stated)

S.No.

Name and Description of main products / services

NIC Code of the Product/service

% to total turnover of the company

1

TO BUY, SELL, ACQUIRE, AND HOLD SHARES, STOCKS, DEBENTURES AND BONDS

6599

72.70%

III.

PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

SN

Name and address of the Company

CIN/GLN

Holding/ Subsidiary

% of sharesheld / Associate

Applicable Section

1

NIL

NIL

NIL

NIL

NIL

IV. SHARE HOLDING PATTERN

(Equity share capital breakup as percentage of total equity)

(i) Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year [As on 31-March-2017]

No. of Shares held at the end of the year [As on 31-March-2018]

% Change during the year

Demat

Physical

Total

% of Total Shares

Demat

Physical

Total

% of Total Shares

A. Promoters

(1) Indian

a) Individual/ HUF

4,759,414

-

4,759,414

66.23%

3,884,414

-

3,884,414

65.53%

-0.70%

b) Central Govt

0.00%

c) State Govt(s)

-

-

-

-

-

-

-

-

0.00%

d) Bodies Corp.

410,043

410,043

5.71%

410,043

4,10,043

6.92%

1.21%

e)Banks/FI

-

-

-

-

-

-

-

-

0.00%

f) Any other

0.00%

Sub Total (A) (1)

5,169,457

-

5,169,457

71.93%

4,294,457

-

4,294,457

72.45%

4.41%

(2) Foreign

a) NRI Individuals

32,820

32,820

0.46%

32,820

32,820

0.55%

0.10%

b) Other Individuals

-

-

-

-

-

-

-

-

0.00%

c) Bodies Corp.

0.00%

d) Any other

-

-

-

-

-

-

-

-

0.00%

Sub Total (A) (2)

32,820

32,820

0.46%

32,820

32,820

0.55%

0.12%

TOTAL (A)

5,202,277

5,202,277

72.39%

4,327,277

-

4,327,277

73.00%

-0.61%

B. Public Shareholding

1. Institutions

a) Mutual Funds

-

-

-

0.00%

-

-

-

0.00%

0.00%

b) Banks / FI

0.00%

0.00%

0.00%

c) Central Govt

-

-

-

0.00%

-

-

-

0.00%

0.00%

d) State Govt(s)

0.00%

0.00%

0.00%

e) Venture Capital Funds

-

-

-

0.00%

-

-

-

0.00%

0.00%

f) Insurance Companies

0.00%

0.00%

0.00%

g) FIIs

-

-

-

0.00%

-

-

-

0.00%

0.00%

h) Foreign Venture Capital Funds

0.00%

0.00%

0.00%

i) Others (specify)

-

-

-

0.00%

-

-

-

0.00%

0.00%

Sub-total (B)(l):-

0.00%

0.00%

0.00%

2. Non-Institutions

a) Bodies Corp.

-

-

-

-

-

-

-

0.00%

0.00%

i) Indian

0.00%

0.00%

ii) Overseas

-

-

-

-

-

-

-

0.00%

0.00%

b) Individuals

0.00%

0.00%

0.00%

i) Individual shareholders holding nominal share capital upto Rs. 1 lakh

212,423

308,752

521,175

7.25%

298,295

185,323

483,618

8.16%

0.91%

ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh

770,957

770,957

10.73%

838,211

838,211

14.14%

3.41%

c) Others (specify)

Non Resident Indians

307,528

307,528

4.28%

181,984

181,984

3.07%

-1.21%

Non Resident Indians(Non Repat)

100

-

100

0.00%

1,001

-

1,001

0.02%

0.02%

HUF

1,302

1,302

0.02%

5,153

5,153

0.09%

0.07%

Clearing Members

5,351

-

5,351

0.07%

7,528

-

7,528

0.13%

0.05%

Bodies Corporate

357,299

20,700

377,999

5.25%

70,774

12,300

83,074

1.40%

-3.86%

Foreign Bodies - D R

0

-

-

0.00%

-

-

-

0.00%

0.00%

Sub-total (B)(2):-

1,654,960

329,452

1,984,412

27.61%

1,402,946

197,623

1,600,569

27.00%

-0.61%

Total Public (B)

1,654,960

329,452

1,984,412

27.61%

1,402,946

197,623

1,600,569

27.00%

-0.61%

C. Shares held by Custodian for GDRs & ADRs

0

0.00%

0.00%

0.00%

Grand Total (A B C)

6,857,237

329,452

7,186,689

100.00%

5,730,223

197,623

5,927,846

100.00%

-17.52%

(ii) Shareholding of Promoter

SN

Shareholder''s Name

Shareholding at the beginning of the year (as on 01st April. 2017)

Shareholding at the end of the year (as on 31st March, 2018)

% change in share holding during the year

No. of shares

% of total Shares of the

% of shares Pledged encombered to total share company

No. of Shares

% of total Shares of the company

% of shares Pledged/ encumbered to total shares

1

Rakesh K. Jain

2,995,910

41.69%

0

2,495,910

42.10%

0

0.41%

2

Prerna Jain

1,763,504

24.54%

0

1,388,504

23.42%

0

-1.12%

3

Hope Consultants Limited

410,043

5.71%

0

410,043

6.92%

0

1.22%

4

Vidha Jain

24,510

0.34%

0

24,510

0.41%

0

0.07%

5

Aridhi Jain

8,310

0.12%

0

8,310

0.14%

0

0.02%

6

Total

5,202,277

72.39%

0

4,327,277

73.00%

0

0.61%

(iii) Change in Promoters'' Shareholding (please specify, if there is no change)

SN

Particulars

Date

Reason

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of Shares

% of total shares

No. of shares

% of total shares

1

Rakesh K. Jain

At the beginning of the year

01/04/2017

2,995,910

41.69%

2,995,910

41.69%

Changes during the year

21/04/2017

Transfer

150,000

3145910

43.77%

09/02/2018

Transfer

(650,000)

2,495,910

42.10%

At the end of the year

31/03/2018

2,495,910

42.10%

2

Prerna Jain

At the beginning of the year

01/04/2017

1,763,504

24.54%

1,763,504

24.54%

Changes during the year

21/04/2017

25,000

1,788,504

24.88%

09/02/2018

(400,000)

1,388,504

23.42%

At the end of the year

31/03/2018

1388504

23.42%

3

Hope Consultants Limited

At the beginning of the year

01/04/2017

410,043

5.70%

410,043

5.70%

Changes during the year

At the end of the year

31/03/2018

410,043

6.92%

4

Aridhi Jain

At the beginning of the year

01/04/2017

8,310

0.12%

8,310

0.12%

Changes during the year

At the end of the year

31/03/2018

8,310

0.14%

5

Vidha Jain

At the beginning of the year

04/01/2017

24,510

0.34%

24,510

0.34%

Changes during the year

At the end of the year

31/03/2018

24,510

0.41%

(iv) Shareholding Pattern of top ten Shareholders

SN

For each of the Top 10 shareholders

Date

Reason

Shareholding at the beginning of the year (as on 1st April, 2017)

Cumulative Shareholding during the year (as on 31st March, 2018)

No. of Shares

% of total shares

No. of shares

% of total shares

1

Ajai Chowdhry

At the beginning of the year

04/01/2017

0.00%

0.00%

Changes during the year

04/08/2017

Transfer

248,600

248,600

3.46%

At the end of the year

31/03/2018

248,600

4.19%

2

Anita Mohan

At the beginning of the year

01/04/2017

204,184

2.84%

204,184

2.84%

Changes during the year

10/11/2017

Transfer

-21,000

183,184

2.55%

02/02/2018

Transfer

-2.500

(2500)

180.684

2.51%

At the end of the year

31/03/2018

180,684

3.05%

3

Manish Jain

At the beginning of the year

01/04/2017

337,754

4.70%

337,754

4..70%

Changes during the year

04/08/2017

Transfer

(170,000)

167,754

2.33%

At the end of the year

31/03/2018

167,754

2.83%

4

Gita Chowdhrv

At the beginning of the year

01/04/2017

-

0.00%

0.00%

Changes during the year

04/08/2017

Transfer

165,700

165,700

2.31%

At the end of the year

31/03/2018

165,700

165,700

2.80%

5

Investor Education And

Protection Fund Authority

At the beginning of the year

01/04/2017

0.00%

-

0.00%

Changes during the year

08/12/2017

Transfer

116,002

116,002

1.61%

15/12/2017

Transfer

2

116,004

1.61%

At the end of the year

31/03/2018

116,004

1.96%

6

Leena Agarwal

At the beginning of the year

01/04/2017

14,490

0.20%

14,490

0.20%

Changes during the year

04/04/2017

Transfer

25,000

39,490

0.55%

At the end of the year

31/03/2018

39,490

0.66%

7

Sharad Jain

At the beginning of the year

01/04/2017

77,935

1.08%

77,935

1.08%

Changes during the year

28/07/2017

Transfer

(45,000)

32,935

0.46%

At the end of the year

31/03/2018

32,935

0.56%

8

Pravin Agarwal

At the beginning of the year

01/04/2017

172,584

2.40%

172,584

2.40%

Changes during the year

04/08/2017

Transfer

(140,000)

32,584

0.45%

At the end of the year

31/03/2018

32,584

0.55%

9

Renu Agrawala

At the beginning of the year

01/04/2017

_

0.00%

0.00%

Changes during the year

17/11/2017

Transfer

20,000

0.27%

20,000

0.28%

At the end of the year

31/03/2018

20,000

0.34%

20,000

0.34%

10

Sunglow Capital

Services Limited

At the beginning of the year

01/04/2017

31,447

0.44%

31,447

0.44%

Changes during the year

07/04/2017

Transfer

1,772

33,219

0.46%

14/04/2017

Transfer

1,048

34,267

0.48%

21/04/2017

Transfer

(28,939)

5,328

0.07%

28/04/2017

Transfer

7,124

12,452

0.17%

05/05/2017

Transfer

4,091

16,543

0.23%

12/05/2017

Transfer

18,248

34,791

0.48%

26/05/2017

Transfer

800

35,591

0.50%

02/06/2017

Transfer

565

36,156

0.50%

09/06/2017

Transfer

1,829

37,985

0.53%

16/06/2017

Transfer

2,725

40,710

0.57%

23/06/2017

Transfer

1,300

42,010

0.58%

28/07/2017

Transfer

(1,099)

40,911

0.57%

04/08/2017

Transfer

(13,000)

27,911

0.39%

25/08/2017

Transfer

(200)

27,711

0.39%

01/09/2017

Transfer

(700)

27,011

0.38%

08/09/2017

Transfer

(130)

26,881

0.37%

15/09/2017

Transfer

(650)

26,231

0.36%

22/09/2017

Transfer

496

26,727

0.37%

29/09/2017

Transfer

242

26,969

0.38%

06/10/2017

Transfer

300

27,269

0.38%

13/10/2017

Transfer

2,346

29,615

0.41%

20/10/2017

Transfer

(1,653)

27,962

0.39%

27/10/2017

Transfer

(1,396)

26,566

0.37%

03/11/2017

Transfer

100

26,666

0.37%

10/11/2017

Transfer

59

26,725

0.37%

17/11/2017

Transfer

508

27,233

0.38%

27/11/2017

Transfer

590

27,823

0.38%

01/12/2017

Transfer

150

27,973

0.39%

08/12/2017

Transfer

(8,490)

19,483

0.27%

15/12/2017

Transfer

(1,500)

17,983

0.25%

05/01/2018

Transfer

(1,000)

16,983

0.24%

12/01/2018

Transfer

(1,020)

15,963

0.22%

19/01/2018

Transfer

(2,470)

13,493

0.19%

09/02/2018

Transfer

5,000

18,493

0.31%

09/03/2018

Transfer

528

19,021

0.32%

16/03/2018

Transfer

256

19,277

0.33%

At the end of the year

31/03/2018

19,277

0.33%

(v) Shareholding of Directors and Key Managerial Personnel:

SN

Shareholding of each Directors and each Key Managerial Personnel

Date

Reason

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of Shares

% of total shares

No. of shares

% of total shares

1

Rakesh K. Jain

At the beginning of the year

01/04/2017

2,995,910

41.69%

2,995,910

41.69%

Changes during the year

21/04/2017

Transfer

150,000

3,145,910

3145910

43.77%

09/02/2018

Transfer

(650,000)

2,495,910

42.10%

At the end of the year

31/03/2018

2,495,910

42.10%

2

Sarabjeet Kaur

At the beginning of the year

01/04/2017

0.00%

0.00%

Changes during the vear

_

_

0.00%

At the end of the year

31/03/2018

_

_

0.00%

3

Baljit Singh Bedi

At the beginning of the year

04/01/2017

600

0.01%

600

0.01%

Changes during the year

-

-

0.00%

At the end of the year

31/03/2018

600

600

0.01%

4

Gauri Shanker Pandey

At the beginning of the year

01/04/2017

0.00%

0.00%

Changes during the year

0.00%

At the end of the year

31/03/2018

0.00%

5

Charanjeet Singh Bedi

At the beginning of the year

01/04/2017

_

0.00%

_

0.00%

Changes during the year

-

-

0.00%

At the end of the year

31/03/2018

-

-

0.00%

6

Atul K. Jain

At the beginning of the year

01/04/2017

10

0.00%

10

0.00%

Changes during the year

0.00%

At the end of the year

31/03/2018

10

10

0.00%

7

Arun K. Jain

At the beginning of the year

01/04/2017

210

0.00%

210

0.00%

Changes during the vear

0.00%

At the end of the year

31/03/2018

210

210

0.00%

8

Richa Arora

At the beginning of the year

01/04/2017

-

0.00%

-

0.00%

Changes during the year

-

-

0.00%

At the end of the year

31/03/2018

-

-

0.00%

9

Swarna Gowri S.#

At the beginning of the year

01/04/2017

0.00%

0.00%

Changes during the year

0.00%

At the end of the year

31/03/2018

0.00%

10

Mayank Agarwal #

At the beginning of the year

01/04/2017

0.00%

0.00%

Changes during the year

0.00%

At the end of the year

31/03/2018

-

-

0.00%

# Mr. Mayank Agarwal was appointed as the Chief Financial Officer w.e.f 21.10.2017 due to the resignation of Ms. Swarna Gowri S. on 21.10.2017.

V. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

3N.

Particulars of Remuneration

Name of MD/WTD/ Manager

Total Amount

Name

Gauri Shanker Pandey

*Richa Arora

(Rs/Lac)

Designation

Whole Time Directors

Whole-time Director

1

Gross salary

7.22

4.17

11.39

(a) Salary as per provisions contained in section

17 (1) of the Income-tax Act, 1961

(b) Value of perquisites u/s

17(2) Income-tax Act, 1961

(c) Profits in lieu of salary under section

17(3) Income- tax Act, 1961

2

Stock Option

3

Sweat Equity

4

Commission

- as % of profit

- others, specify

5

Others, please specify (Conveyance Rembursement)

Total (A)

7.22

4.17

11.39

Ceiling as per the Act

*Ms.Richa Arora was appointed as Whole-time Director of the Company w.e.f 29.05.2017 B. Remuneration to other Directors

3N.

Particulars of Remuneration

Name of Directors

Total Amount (Rs/Lac)

1

Independent Directors

NIL

NIL

NIL

-

Fee for attending board committee meetings

NIL

NIL

NIL

Commission

NIL

NIL

NIL

-

Others, please specify

NIL

NIL

NIL

Total (1)

NIL

NIL

NIL

-

2

Other Non-Executive Directors

NIL

NIL

NIL

Fee for attending board committee meetings

NIL

NIL

NIL

-

Commission

NIL

NIL

NIL

Others, please specify

NIL

NIL

NIL

-

Total (2)

NIL

NIL

NIL

Total (B)=(l 2)

NIL

NIL

NIL

-

Total Managerial Remuneration

NIL

NIL

NIL

Overall Ceiling as per the Act

NIL

NIL

NIL

-

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

3N.

Particulars of Remuneration

Name of Key Managerial Personnel

Total Amount

Mayank Agarwal

(Rs/Lac)

Designation

CFO (Chief Financial Officer)

CS (Company Secretary)

1

Gross salary

5.01

5.01

(a) Salary as per provisions contained in section

17(1) of the Income-tax Act, 1961

-

-

-

(b) Value of perquisites u/s

17(2) Income-tax Act, 1961

(c) Profits in lieu of salary under section

17(3) Income- tax Act, 1961

2

Stock Option

3

Sweat Equity

-

-

-

4

Commission

- as % of profit

-

-

-

- others, specify

5

Others, please specify

-

-

-

Total

5.01

5.01

VI. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type

Section of the Companies Act

Brief Description

Details of Penalty / Punishment/ Compounding fees imposed

Authority [RD / NCLT/ COURT]

Appeal made, if any (give Deails)

A. COMPANY

Penalty

NIL

NIL

NIL

NIL

NIL

Punishment

Compounding

B. DIRECTORS

Penalty

NIL

NIL

NIL

NIL

NIL

Punishment

Compounding

C. OTHER OFFICERS IN DEFAULT

Penalty

NIL

NIL

NIL

NIL

NIL

Punishment

Compounding

Source : Dion Global Solutions Limited
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