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Frontline Securities Ltd			Industry : Finance & Investments


BSE Code:	533213	NSE Symbol:	Not Listed	P/E(TTM):	7.34

ISIN Demat:	INE773B01020	Div & Yield %:	0	EPS(TTM):	4.73

Book Value(Rs):	68.1979749	Market Cap ( Cr.):	34.6	Face Value(Rs):	5

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Dear Members,

The Directors are pleased to present their 29^th Annual Report on the business and operations of the Company together with the audited Financial Statements for the Financial Year ended 31st March, 2023.

1. THE FINANCIAL SUMMARY OR HIGHLIGHTS (AS PER IND-AS)

The financial performance of the Company, for the Financial Year ended 31^st March, 2023 is summarized below:

(RS. IN LAKHS)

PARTICULARS	For the Year ended 2022-23	For the Year ended 2021-22
Total Income	830.76	811.97
Profit before Depreciation and Amortization Expenses, Finance Costs and Tax Expenses	777.33	721.07
Finance Costs	(1.74)	(0.22)
Depreciation & Amortization expenses	(48.02)	(44.27)
Profit before exceptional and extra-ordinary items	727.57	676.58
Add: Extra-ordinary Items	-	-
Profit before Tax	727.57	676.58
Current Tax	(220.96)	(214.25)
MAT Credit	-	-
Deferred Tax	(33.84)	(33.85)
Short provision for earlier years	(0.72)	0.00
Profit for the year	472.05	428.48
Other Comprehensive Income for the year:
Item that will be reclassified to profit or loss	-	-
B)Item that will not be reclassified to profit or loss
Fair value Gain/(Loss) on financial assets carried at FVTOCI	(325.68)	(128.88)
Income tax relating to item that will not be reclassified to profit or loss	43.45	29.71
Re-measurement of defined employee benefit plan	(0.08)	0.80
Total Other Comprehensive Income for the year	(282.31)	(98.37)
Total Comprehensive Income for the year	189.74	330.11

The figures have been presented in accordance with the Non Banking Financial Company (NBFC) whose Financial Statements have been drawn up in compliance of the (Indian Accounting Standards Rules) 2015, in Division III of notification G.S.R 1022(E) dated 11.10.2018, issued by the Ministry of Corporate Affairs, Government of India and as amended on dated 01.04.2021.

2. PROGRESS OF THE COMPANY

During the year under review, the Company had achieved a Total Income of Rs. 830.76 lakhs as against Rs. 811.97 lakhs in the previous year. The profit before tax stood at Rs. 727.57 lakhs as against Rs. 676.58 lakhs in the Previous Year.

3. THE WEB ADDRESS. IF ANY. WHERE ANNUAL RETURN REFERRED TO IN SUB-SECTION (3) OF SECTION 92 HAS BEEN PLACED

The Annual Return in Form MGT-7 for the Financial Year ending on March 31, 2023, filed in accordance with Section 92(3) of the Act, will be available for viewing on the Company's website, accessible at www.fslindia.com.

4. NUMBER OF MEETINGS OF THE BOARD HELD

The Board of Directors duly met 8 (eight) times during the Financial Year from 1^st April, 2022 to 31^st March, 2023. The dates on which the meetings were held are as follows-:

S.No	Date of Meeting	Mr. Rakesh Kumar Jain	Mr. Gauri Shanker Pandey	Mr. Charanjeet Singh Bedi	Mr. Atul Kumar Jain	Mr. Arun Kumar Jain	Mrs. Shikha Gupta
1.	06.04.2022	Present	Present	Present	Absent	Present	Not Applicable
2.	15.06.2022	Present	Absent	Absent	Present	Present	Not Applicable
3.	08.08.2022	Present	Absent	Present	Present	Absent	Not Applicable
4.	02.09.2022	Present	Absent	Present	Present	Present	Not Applicable
5.	04.11.2022	Present	Absent	Absent	Present	Absent	Not Applicable
6.	15.11.2022	Present	Absent	Absent	Present	Absent	Not Applicable
7.	31.12.2022	Present	Absent	Absent	Present	Present	Present (Special Invitee)
8.	08.02.2023	Present	Present	Absent	Not Applicable	Absent	Present

5. DIRECTOR'S 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 31^st, 2023, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same.

b. The Directors have selected such accounting policies and applied them consistently, and

made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31^st, 2023 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.

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.

6. A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6)

Not Applicable, as the Company does not fall under the category required to appoint any Independent Director in the Company.

7. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT. PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The provisions of Section 178(1) of the Companies Act, 2013 relating to constitution of Nomination and Remuneration Committee are not applicable to the Company and hence the Company is not required to devised any policy relating to Appointment of Directors, payment of Managerial Remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013.

8. EXPLANATION OR COMMENT BY THE BOARD ON EVERY QUALIFICATION. RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE -

(i) BY THE AUDITOR IN HIS AUDIT REPORT

The Report of Auditor on the Financial Statement including relevant notes on the Accounts for the Financial Year ended 31^st March, 2023 are self-explanatory and therefore do not call for any further comment.

There are no qualified, reserved, adverse or disclaimer remarks made by the Auditor in the Audit Report.

During the Year under review, Auditor had not reported any matter under Section- 143(12) Companies Act, 2013.

(ii) BY THE COMPANY SECRETARY IN PRACTICE IN HIS SECRETARIAL AUDIT REPORT

As per the provision of Section 204 of the Companies Act, 2013, the Company does not fall under the purview of Secretarial Audit.

9. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186

Being a NBFC (Non-Banking Financial Company), the Company is exempted to make disclosure as per Section 186(11) of the Companies Act, 2013.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES UNDER SECTION 188(1)

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 B.

11. BRIEF DISCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF COMPANY'S AFFAIR

During the year under review, the Company operated in one geographical segment i.e. India & has identified four business segments i.e. Segment-I which is Consultancy, Commission & Brokerage, Segment-II Investments in Bonds, Fixed deposits, Loans & Advances, Segment-III Renting and Co-Work and Segment-IV Other unallocated investment activities.

12. THE AMOUNTS. IF ANY. WHICH IT PROPOSES TO CARRY TO ANY RESERVES

As per section 45IC of RBI Act 1934, the Company has transferred Rs. 166.96 lakhs in RBI reserve fund i.e. aggregating of 20% of its net profit.

13. THE AMOUNT. IF ANY. WHICH IT RECOMMENDS SHOULD BE PAID BY WAY OF DIVIDEND

The Company has not declared any dividend on the Equity Shares for the Financial Year ended 31^st March, 2023.

14. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT

There are no material changes and commitments, if any, affecting the Financial Position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relates and the date of the report.

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

A) Conservation of Energy & T echnology Absorption

(A) CONSERVATION OF ENERGY
The steps taken or impact on conservation of energy	NA
The steps taken by the company for utilizing alternate sources of Energy	NA
The capital investment on energy conservation equipment	NA
(B) TECHNOLOGY ABSORPTION
The efforts made towards technology absorption	NA
The benefits derived like product improvement, cost reduction, product development or import substitution	NA
In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)	NA
The expenditure incurred on research and development	NA
(C) FOREIGN CURRENCY TRANSACTIONS
Total Income earned in Foreign Currency during the year	NA
Total expenditure incurred in Foreign Currency	NA
during the year

B) Foreign Exchange Earnings and Outgo

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

16. DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

The Directors have taken proper and sufficient care for the identification and management of the risk. Adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities have been maintained.

17. DETAILS ABOUT THE POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIAL RESPONSIBILITY INITIATIVE TAKEN DURING THE YEAR

The Board of Directors of the company has established the Corporate Social Responsibility Policy. Given that the company's CSR expenditure does not surpass Rupees Fifty Lakhs, the obligation to form a Corporate Social Responsibility committee, as specified in sub-section 9 of Section 135 of the Companies Act, 2013, does not apply. Instead, the responsibilities of such a committee will be handled by the Board of Directors of the company.

The Amount to spend towards Corporate Social Responsibility liability during the reporting period was Rs. 16.56 Lakhs and the same has been given to M/s Shakuntalam Welfare Trust which is constructing an old age home as per the provisions and the activities prescribed under Schedule VII of Companies Act 2013.

18. THE CHANGE IN NATURE OF BUSINESS. IF ANY

There is no change in nature of business during the year under review.

19. THE DETAILS OF DIRECTORS WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR

a. In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Charanjeet Singh Bedi, Director having DIN: 00095912 of the

Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offered himself for re-appointment.

Brief resume and other details of the Directors being re-appointed as required Secretarial Standard-2 (SS-2) issued by The Institute of Company Secretaries of India (ICSI) are provided in the notes annexed to the Notice.

None of the Directors are related to each other within the meaning of the term “relative” as per Section 2(77) of the Act.

b. In addition to, following changes in composition of the Board of Directors took place during the Financial Year ended on 31^st March, 2023:

S.No.	Name of Director	DIN	Date of Appointment / Cessation	Appointment/Cessation
1.	Mrs. Shikha Gupta	06443877	15/01/2023	Appointment
2.	Mr. Atul Kumar Jain	00133750	15/01/2023	Cessation

Further In the ensuing Annual general Meeting the appointment of Mrs. Shikha Gupta is to be placed for regularization as the director of the company.

c. Apart from above, there is change in Designation of Mr. Gauri Shanker Pandey from Whole time Director to Non-executive Director of the Company with effect from 07^th August, 2023, which is a subsequent event after the closure of the Financial Year ended on 31^st March, 2023.

20. DETAILS OF OTHER COMMITTEE POSITION OF DIRECTOR IN THE COMPANY

a. Stakeholder Relationship Committee:

i. Terms of Reference:

The powers and terms of reference of the Stakeholder Relationship Committee are as mentioned in Section 178 of the Companies Act, 2013 which inter alia, include the monitoring and expeditious redressal of investors/stakeholders grievances and ensures that all issues/concerns of stakeholders are addressed/resolved promptly. The Stakeholder Relationship Committee has been constituted to attend & resolve the requests of dematerialization of shares, re-materialization of shares, share transfer and to redress investor's grievance/complaints and regular correspondence such as non-receipt of Annual Report, non-receipt of Dividend and entertains such other related matters.

ii. Composition of the Committee:

The Committee consists of Two (2) Non-Executive Director and One (1) Executive Director. The Stakeholder Relationship Committee is being chaired by Mr. Arun K. Jain.

iii. Meetings and attendance during the year:

During the Financial Year ended March 31^st, 2023, Two (2) meetings of the Stakeholder Relationship Committee were held. The composition of the Committee and details of meetings held and attendance recorded of the members are as follows:

NAME OF MEMBER	POSITION	NO. OF MEETINGS HELD	ATTENDANCE
Mr. Arun Kumar Jain	Chairman	2	2
Mr. Gauri Shanker Pandey	Member	2	2
Mrs. Shikha Gupta	Member	2	1

There has been change in composition of Committee Members due to resignation of Mr. Atul Kumar Jain in the Board meeting held on 31^st day of December, 2022, from the position of Director of the Company w.e.f 15^th day of January, 2023 and in that place Mrs. Shikha Gupta has been appointed as an Additional Director and Committee Member in the same Board meeting with effect from 15^th day of January, 2023.

As on March 31^st 2023, there is no pending request for share transfer, dematerialization or rematerialization of shares.

21. THE NAME OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES. lOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

Not Applicable, as the Company do not have any subsidiary or joint venture or associate during the year under review.

22. THE DETAILS RELATING TO DEPOSITS. COVERED UNDER CHAPTER V OF THE ACT

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 the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions 2016.

There was no unclaimed deposit or overdue deposit with the Company as on 31.03.2023.

23. DETAILS OF THE SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR THE COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OR COMPANY'S OPERATIONS IN FUTURE

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

24. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

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.

25. A DISCLOSURE. AS TO WHETHER MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013, IS REQUIRED BY THE COMPANY AND ACCORDINGLY SUCH ACCOUNTS AND RECORDS ARE MADE AND MAINTAINED

Not Applicable, as the Company does not fall under the category required to maintain cost record.

26. A STATEMENT THAT THE COMPANY HAS COMPLIED WITH PROVISIONS RELATING TO THE CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

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. During the year under review, no Complaint was received by the company from its any employee.

27. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

No application under The Insolvency & Bankruptcy Code, 2016 has been filed / pending by/against the Company during the period under review.

28. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

The Company has not gone for any kind of one-time settlement and has not taken any loan from Banks or Financial Institutions during the Year under review.

29. STATUTORY AUDITORS

There is no change in Statutory Auditors as M/s Walecha Inder & Associates, Chartered Accountants (FRN: 014205N) will continue as Statutory Auditor of the Company as appointed for a term of five years in 28^th Annual general Meeting held on September 27^th, 2022 till the conclusion of 33^rd Annual general Meeting to be held for the financial year 2026-27.

The Report given by M/s Walecha Inder & Associates on the Financial Statements of the Company for the Financial Year 2022-23 is part of the Annual Report.

The report of the Statutory Auditor on the financial statements including the relevant notes on the account for the Financial Year ended 31^st March, 2023 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.

30. LOANS TAKEN

During the year under review, the Company has not taken any loan.

31. SHARE CAPITAL

The paid-up equity shares capital outstanding as on 31^st March, 2023 was Rs. 4,98,52,705 divided into 99,70,541 (Ninety Nine Lakh Seventy Thousand Five Hundred Forty One) Equity Shares of Rs. 5/- (Rupees Five only) each.

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

32. RBI GUIDELINES

The Company has complied with the Regulations of the Reserve Bank of India as on 31^st March, 2023, as are applicable to it as a Non-Banking Financial Company.

33. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY- EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED

Not Applicable, as the Company does not fall under the category required to appoint any independent director, Hence the requirement of opinion of Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed not applicable as well.

34. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2014 is not applicable to the Company. Hence the Company is not required to have Audit Committee & Providing Vigil Mechanism.

35. BOARD EVALUATION

As per the Provisions of the Companies Act, 2013 and rules made there under Listed Company and Public Company having paid share capital Rupees Twenty Five Crores or more required to provide the a statement indicating the manner in which formal annual evaluation of the performance of the Board, its Committees and of individual has been made.

As previously mentioned, the Company does not fall within the category that necessitates the performance evaluation of the Board. Therefore, the obligation to conduct a Board Evaluation does not apply to the Company.

36. HOLDING COMPANY

Frontline Securities Limited does not have any Holding Company.

37. CHANGE IN REGISTERED OFFICE OF THE COMPANY

During the period under review, there was no change in the Registered Office of the Company.

38. COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS

During the period under review, the Company has complied with all the applicable secretarial standards.

39. 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
	Sd/-	Sd/-
	RAKESH K JAIN	SHIKHA GUPTA
PLACE: NOIDA	(DIRECTOR)	(DIRECTOR)
DATE: 31.08.2023	DIN: 00050524	DIN: 06443877