Annual Report 2016-17 Frontier Capital Limited BSE: 508980 CIN:- L65990MH1984PLC033128 33 rd Annual Report 2016 - 17 Board of Directors : Mr. Nitin Chamaria Mrs. Usha Iyengar Mr. H. N. Choudhary Mr. Ashok Katra Company Secretary : Mr. Farhan Shaikh Statutory Auditors : M/s. A.C Bhuteria & Co. Chartered Accountants, 2, India Exchange Place, 2nd Floor, Room No. 10, Kolkata – 700001, West Bengal Registered Office : Peninsula Technopark, Tower-1, 7 th floor, Off Bandra-Kurla Complex, LBS Marg, Kurla (West), Mumbai – 400070 Tel.: +91 22 33826248/ 6259 Fax: +91 22 33826123 Email Id.: [email protected], [email protected] Website: www.flflindia.com Registrar & Share Transfer Agent : M/s. Sharex Dynamic (India) Pvt. Ltd. Unit no.1, Luthra Ind. Premises, 1st Floor, 44-E, M Vasanti Marg Safed Pool, Andheri Kurla Road, Andheri (East), Mumbai - 400072 Tel: 022-2851 5606/ 5644/ 6338 Fax: 022-28512885 E-mail: [email protected] 1 | P a g e Frontier Capital Limited 2016-17 SR. NO. CONTENTS PAGE NO. 1. Notice of 33 rd Annual General Meeting 3 2. Directors’ Report 15 3. Independent Auditors’ Report 45 4. Balance Sheet 53 5. Statement of Profit and Loss 54 6. Cash Flow Statement 55 7. Notes 56 Page | 2 Frontier Capital Limited 2016-17 NOTICE OF 33 rd ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the Thirty Third the conclusion of the 31 st Annual General Annual General Meeting of the Members of Meeting till conclusion of 36 th Annual General Frontier Capital Limited will be held on Friday, 29th Meeting to be held in the year 2020, subject to September, 2017 at 11.00 am IST at the registered ratification every year in the Annual General office of the Company at 7 th Floor, Tower 1, Meeting, be and is hereby ratified to hold Equinox Business Park, Peninsula Techno Park, Off office for the period from conclusion of this Bandra Kurla Complex, LBS Marg, Kurla (West), 33 rd Annual General Meeting upto the 400070, Mumbai to transact the following conclusion of 34 th Annual General Meeting and business: to audit the financial accounts for the company for the financial year 2017-18 on such ORDINARY BUSINESS:- remuneration as may be decided by Board of Directors of the Company in their 1. Adoption of Accounts: consultation.” To receive, consider and adopt the Audited Financial Statements of the Company for the SPECIAL BUSINESS:- Financial Year ended 31 st March, 2017 together with the Reports of the Board of Directors’ and 4. Appointment of Mr. Ashok Katra as an Auditors’ thereon. Independent Director 2. Retire by rotation To consider and, if thought fit, to pass the following Resolution as an Ordinary To appoint a director in place of Mrs. Usha Resolution : Iyengar, Director (DIN: 03447551) who retires by rotation and being eligible, offers herself for “RESOLVED THAT pursuant to the provisions of re-appointment. Section 149, 152, Schedule IV and other applicable provisions of the Companies Act, 3. Ratification of appointment of Statutory 2013 and the rules made thereunder, Mr. Auditors Ashok Katra (DIN: 07799527), who was appointed as an Additional Independent To consider and if thought fit, to pass the Director of the Company by the Board of following resolution as an Ordinary Directors of the Company for a period of 5 th Resolution : years with effect from 15 March, 2017, subject to the approval of the members of the “RESOLVED THAT pursuant to the provisions of Company and in respect of whom the Section 139(1) of the Companies Act, 2013 and Company has received a notice in writing along rules made there under and pursuant to the with requisite deposit from a member under recommendation of the Audit Committee, the Section 160 of the Companies Act, 2013 appointment of M/s. A.C. Bhuteria & Co., signifying his intention to propose Mr. Ashok Chartered Accountants (having FRN: 303105E), Katra as a candidate for the office of director who were appointed as Statutory Auditors of of the Company, be and is hereby appointed as the Company for a period of 5 years in the 31 st an Independent Director of the Company to Annual General Meeting held on 25 th hold office for a period of 5 years, not liable to September, 2015 to hold office as such from retire by rotation.” Page | 3 Frontier Capital Limited 2016-17 5. Appointment of Mr. H. N. Choudhary as a Whole Time Director By order of the Board For Frontier Capital Limited To consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution : Sd/- RESOLVED THAT pursuant to the provisions of Place : Mumbai Usha Iyengar Sections 196, 197, 198 read with Schedule V Date: 14 th August, 2017 Director and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and Rules made thereunder (including any statutory modification(s) or re-enactment thereof, for the time being in force), the relevant provisions of the Articles of Association of the Company and all applicable guidelines issued by the Central Government from time to time and subject to such other approvals, as may be necessary, consent of the Members be and is hereby accorded to the change in designation of Mr. H. N. Choudhary (DIN: 06641774) as the Whole-time Director of the Company for the period and upon the following terms and conditions including remuneration with further liberty to the Board of Directors of the Company (hereinafter referred to as “the Board” which term shall be deemed to include any Committee constituted / to be constituted by the Board) from time to time to alter the said terms and conditions of appointment and remuneration of Mr. H. N. Choudhary in the best interests of the Company and as may be permissible at law, viz.: A. Period: th 1 year w.e.f. 14 August, 2017 with the liberty to either party to terminate the appointment on one months’ notice in writing to the other. B. Remuneration: Basic Earnings: 1,00,000/- (Rupees One Lac only) per month. 4 | P a g e Frontier Capital Limited 2016-17 NOTES: appointment at the ensuing 33rd Annual General Meeting is annexed to the notice. 1. The Explanatory Statement as required under Section 102 of the Companies Act, 2013 is 7. The Register of Members and the Share Transfer annexed hereto and forms the part of this Books of the Company shall remain closed from notice. 23rd September, 2017 to 29th September, 2017 (both days inclusive) for determining the name 2. A Member entitled to attend and vote at the of members eligible for dividend on Equity and meeting is entitled to appoint one or more preference shares, if approved by the members proxies to attend and vote, in case of poll only, at the ensuing Annual General Meeting. on his/her behalf and a proxy need not be a member of the Company. 8. All documents referred in the accompanying notice are open for inspection at the registered 3. The instrument appointing a proxy must be office of the Company on all working days deposited with the Company at its Registered between 11.00 a.m. to 1.00 p.m. upto the date of Office not less than 48 hours before the time for the Annual General Meeting. holding the Meeting. 9. Dividends that are unclaimed/unpaid for a period 4. A person can act as a proxy on behalf of of seven years are required to be transferred to Members not exceeding fifty and holding in the the Investor Education and Protection Fund aggregate not more than ten percent of the (“IEPF”) administered by the Central total share capital of the Company carrying Government. Due dates of transferring voting rights. A Member holding more than ten unclaimed and unpaid dividends declared by the percent of the total share capital of the Company for the financial year 2011-12, 2012-13, Company carrying voting rights may appoint a 2013-14, 2014-15 & 2015-16 (final dividend) and single person as proxy and such person shall not thereafter to IEPF are as follows: act as a proxy for any other person or Shareholder. Proxies submitted on behalf of Financial Year Date of Last date for limited companies, societies, etc., must be Ended Declaration of claiming supported by an appropriate resolution/ Dividend unpaid/unclaim ed dividend authority as applicable. st th th 31 28 5 November, March, 2012 September,20 2019 5. The Company’s Registrar and Transfer Agents 12 for its Share Registry Work (Physical and 31st March, 20th 28th October, Electronic) is Sharex Dynamic (India) Private 2013 September, 2020 Limited having their Registered Office at Unit 2013 no.1, Luthra Ind. Premises, Safed Pool, Andheri 31 st March, 15 th 23 rd October Kurla Road, Andheri (East), Mumbai – 400072. 2014 September, 2021 2014 6. Pursuant to Regulation 36(3) of SEBI (Listing 31 st March, 25 th 3rd October Obligations and Disclosure Requirements) 2015 September, 2022 Regulations, 2015 and the Secretarial Standard- 2015 st th th 2 on “General Meetings”, the particulars of 31 March, 29 07 October Directors seeking appointment / re- 2016 September, 2023 2016 5 | P a g e Frontier Capital Limited 2016-17 Members who have not encashed the dividend Registrar & Share Transfer Agents of the warrants so far in respect of the aforesaid Company – Sharex Dynamic (India) Pvt. Ltd. periods, are requested to make their claim to Sharex Dynamic (India) Private Limited well in 13. Members are requested to: advance of the above due dates. It may be noted that once the amounts in the unpaid dividend a) intimate to the Company’s Registrar and accounts are transferred to IEPF, no claim shall Transfer Agents, Sharex Dynamic (India) lie against the IEPF or the Company in respect Private Limited, changes, if any, in their thereof and the Members would lose their right registered addresses at an early date, in case to claim such dividend.