|
To
The Shareholders of,
Frontier Springs Limited,
Your Directors have pleasure in presenting the Forty- Fifth Annual Report of the
Company together with the Audited Financial
Statements for the financial year ended 31st March, 2025.
FINANCIAL RESULTS
The summarized financial results of the Company for the year ended 31st March, 2025 as
compared to the preceding year are as under:
|
2024-25 |
2023-24 |
| Income from Operations/Turnover |
23133.66 |
13541.48 |
| Profit Before Interest, Depreciation and Tax |
5064.02 |
2138.17 |
| Less: Interest |
22.52 |
19.97 |
| Less: Depreciation |
400.79 |
371.24 |
| Profit Before Tax |
4640.71 |
1746.96 |
| Income Tax: |
|
|
| Less: Current year Tax |
1141.86 |
432.56 |
| Less: Previous year Tax |
0.00 |
0.93 |
| Less: Deferred Tax |
32.48 |
14.87 |
| Net Profit |
3466.37 |
1298.60 |
| Add: Other Comprehensive Income (after Tax) |
70.16 |
222.99 |
| Total Comprehensive Income for the period |
3536.53 |
1521.59 |
| Proposed Dividend |
70.89 |
59.08 |
| Balance available for appropriation |
3465.64 |
1462.51 |
| Surplus B/F from Previous Year |
8114.25 |
6651.74 |
| Transfer to General Reserve |
0.00 |
0.00 |
| Surplus carried to Balance sheet |
11579.89 |
8114.25 |
FINANCIAL AND OPERATIONAL PERFORMANCE
The financial statements for the year ended 31st March, 2025 forming part of this
Annual Report, have been prepared in accordance with the Indian Accounting Standards (Ind
AS) as notified by the Ministry of Corporate Affairs.
The total income of the Company was ` 23231.66 lakhs. The operating profit (EBIDTA)
stood at ` 4640.71 lakhs. During the year under review, the Company has earned at net
profit of ` 3536.53 lakhs. During the year under review, the performance of the Company
has increased considerably and your Directors expect the company to perform even better in
years to come.
TRANSFER TO RESERVES
The Board of Directors has decided to retain the entire amount of profit for Financial
Year 2024-25 in the statement of profit and loss.
SHARE CAPITAL
As on 31st March, 2025, your Company has Total Paid up Share Capital of ` 3,93,85110
divided into 39,38,511
Equity shares of ` 10/- each.
DIVIDEND
The Board is pleased to recommend a dividend of Re 1.8 per Equity Share (i.e @18%) of `
10/- each of the Company for the financial year 2024-25, payable to those shareholders,
whose names appear in the Register of Members/ Beneficial Ownership list provided by the
depositories on the record date, involving cash outflow of ` 70.89 lakh of the Company's
standalone net profit for the financial year
2024-2025. Dividend is subject to approval of members at the ensuing Annual General
Meeting (AGM) and shall be subject to deduction of income tax at source.
EXPANSION
Coil Springs Division
During the year under review; your Company has installed an automatic peeling machine
to overcome the production bottlenecks and an order for another peeling machine is already
placed in coil springs division which shall be executed in next two months tenure.
Forging Division
During the year under review your Company has installed a six ton hammer and will be
able to forge components of higher weights.
Air Springs Division
In the Air Spring Division we have already installed more CNC and Testing machines.
Initially at commencement we had a plant set up for
100 coach sets Air Springs.The same is now increased to up to 300 coach sets per month.
We are also buying new fatigue testing machine for in-house testing of Air Springs for
which earlier we were dependent on Contitech.
SUBSIDIARY COMPANY/ASSOCIATE/JOINT VENTURE COMPANY
The Company has no Subsidiary, Associate and Joint Venture Companies and as such the
requirement of furnishing the information relating to the financial position of
Subsidiary, Associate and Joint Venture Companies is not applicable.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the Articles
of Association of the Company Smt Manju Bhatia (DIN: 03480362),
Whole-time Director of the Company retires from the Board by rotation, at the ensuing
Annual General Meeting (AGM) of the Company and being eligible she has offered herself for
reappointment. The Board recommends the proposal of her re-appointment for
consideration of the members at the ensuing AGM of the Company.
Based on the performance evaluation and the recommendation of Nomination and
Remuneration Committee and Board of Directors of the Company and in accordance with the
provisions of Section 149, 150 and 152 read with Schedule IV of the Companies Act, 2013
and Regulation 17 and 25 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Members of the Company at 44th Annual General Meeting held on 28th
September, 2024 had re-appointed Shri Keshao Parnuji Somkumar (DIN:
08712772) to hold the office for the second term of 5 (five) consecutive years w.e.f.
8th February, 2025 to 7th February, 2030.
Based on the recommendation of Nomination and Remuneration Committee and in accordance
with the provisions of Section 149, 150, 152 and 161 read with Schedule IV of the
Companies Act, 2013 and Regulation 17 and 25 of the SEBI (Listing Obligations and
Disclosures Requirements) Regulations, 2015 the
Board of Directors of the Company at its meeting held on 9th August, 2024 had appointed
Shri Sudhanshu Mani (DIN:10124439) as an Additional (Independent and Non-Executive)
Director of the Company with effect from 9th August, 2024 for a term of 5 (five)
consecutive year and the same were approved by the Members of the Company by way of
Special Resolution at the 44th Annual General Meeting of the Company held on
28th September, 2024.
Based on the recommendation of the Board of Directors of the Company and Nomination and
Remuneration Committee and in accordance with the provisions of Section 149, 150 and 152
read with Schedule IV of the Companies Act, 2013 and Regulation 17 and 25 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 the Members of the
Company at 44th Annual General Meeting held on 28th September, 2024 had
appointed Shri Surendra Kumar Prem Narayan Gupta (DIN: 00054836) as a Non-
Executive Independent Director of the Company to hold the office for a term of 5 (five)
consecutive years with effect from 1st October, 2024
During the year under review, Shri Yash Pal Sethi
(DIN: 00929185) and Shri Ramesh Kumar Bhatia (DIN: 00958948) ceased to be the
Non-Executive
Independent Director of the Company with effect from 28th September, 2024 due to the
completion of second term of 5 (five) consecutive years.
KEY MANAGERIAL PERSONNEL
As per the provisions of Section 203 of the Companies Act, 2013 the following persons
were designated as Key
Managerial Personnel and there had been no change in KMP during the year under review:
| Sr. No Name |
Designation |
| 1) Shri Kapil Bhatia |
Managing Director |
| 2) Shri Dhruv Bhasin |
Company Secretary |
| 3) Shri Neeraj Bhatia |
Chief Financial Officer |
DECLARATION FROM INDEPENDENT DIRECTORS
The company had received the declarations u/s 149(7) of the Companies Act, 2013 from
all Independent Directors that they meet the criteria of independence as laid down under
Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing
Regulations. In terms of Regulation 25(8) of the SEBI Listing Regulations the Independent
Directors have confirmed that they are not aware of any circumstance or situation which
exist or may be reasonably anticipated, that could impair or impact their ability to
discharge their duties with an objective independent judgement and without any external
influence.
In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014, Independent
Directors of the Company have confirmed that they have registered themselves with the
databank maintained by the Indian Institute of Corporate Affairs.
In the opinion of the Board, all the independent directors on the Board of the Company
possess requisite qualifications and attributes of integrity, expertise and experience.
They fulfill the conditions specified in the Act read along with the rules made thereunder
and are independent of the Management.
MEETINGS OF THE BOARD
During the financial year 2024-25, 4 (Four) meetings of the Board of Directors were
held and the details of which are given in the Corporate Governance Report that forms part
of this Annual Report. The intervening gap between two consecutive meetings were within
the period prescribed by the Companies Act, 2013 and the Securities Exchange Board of
India (Listing Obligations & Disclosure Requirements)
Regulations, 2015 "SEBI Listing Regulations").
BOARD EVALUATION
The Board of Directors at its meeting held on 10th February, 2025 has
carried out an annual evaluation of its own performance, board committees and individual
directors pursuant to provisions of the Act and SEBI Listing Regulations.
The performance of the Board and individual directors was evaluated by the Board after
seeking inputs from all the directors on the basis of criteria such as the board
composition and structure, effectiveness of board processes, information and functioning,
etc.
The performance of the committees was evaluated by the Board after seeking inputs from
the committee members on the basis of criteria such as the composition of committees,
effectiveness of committee meetings, etc.
In the Board Meeting that followed the meeting of the independent directors and meeting
of Nomination and Remuneration Committee, the performance of the Board, its committees,
and individual directors was also discussed. The Performance Evaluation of Independent
Directors was done by the entire Board, excluding the director being evaluated. The
Evaluation Process was conducted through a structured questionnaire prepared after taking
into consideration the various aspects laid down under the Nomination and Remuneration
Policy of the Company. The Board of Directors expressed satisfaction with the evaluation
process.
In a separate meeting of Independent Directors held on
10th February, 2025 the performance of Non Independent
Directors, the Chairman of the Company and the Board as a whole was evaluated taking
into account the views of Executive and Non-Executive Directors of the Company.
CORPORATE GOVERNANCE
The Company is committed to sound corporate governance practices as well as compliance
with all applicable laws and regulations. The Board believes that combining the highest
level of ethical principles with our unmatched brand, experience and expertise, will
ensure that Frontier Springs Limited will continue to be the leading company in the
Railway Sector. The Corporate Governance Report, as stipulated under Regulations 17 to 27
and 46(2) and
Paragraph C, D and E of Schedule V to the SEBI Listing Regulations, forms part of the
Annual Report.
The Report on Corporate Governance as stipulated under
Regulation 34 of SEBI Listing Regulations is annexed to the
Annual Report as Annexure-A and forms part of this report.
The Certificates from M/s P. Manghwani & Associates certifying that:
(1) the Company has complied with the requirements of Corporate Governance in terms of
SEBI(LODR)
Regulations,2015;
(2) none of the Directors on the Board of the Company have been debarred or
disqualified from being appointed or continuing directors of Companies by SEBI/MCA; are
attached and forms part of this report.
COMPANYS' POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The current policy is to have an appropriate mix of Executive and Independent directors
to maintain the independence of the Board, and separate its functions of governance and
management. The Company has duly constituted the Nomination and Remuneration Committee of
the Board in compliance with the provisions of Section 178 of the Companies Act, 2013 and
Regulation 19 of SEBI Listing
Regulations and the committee inter-alia periodically evaluates:
1. The need for change in composition and size of the
Board;
2. Recommend/review remuneration of the Managing
Director(s) and Wholetime Director(s) based on their performance;
3. Recommend the policy for remuneration of Directors,
KMPs & others senior level employees of the Company and review the same in
accordance with the performance of the Company and industry trend.
The Nomination & Remuneration Policy of the Company is available on the website of
the Company at the link https://frontiersprings.co.in/downloads/
Nomination%20and%20Remuneration%20Policy.pdf
There has been no change in the policy during the year under review. We affirm that the
remuneration paid to the Directors is as per the terms laid out in the Policy.
ANNUAL RETURN
The copy of Annual Return as required under Section
92(3) and Section 134(3)(a) of the Companies Act, 2013 is placed on the Company's
website and can be accessed at
https://frontiersprings.co.in/downloads/MGT-annual-report-2024-25.pdf
AUDITORS AND AUDITORS' REPORT
(1) Statutory Auditors
M/s Sanjay Nandini & Co., Chartered Accountants, Kanpur
(ICAI Registration No. 006941C) were appointed as the
Statutory Auditors of the Company to hold office for a term of 5 (Five) consecutive
years from the conclusion of the Forty Fourth Annual General Meeting of the Company held
on 28th September, 2024 until the conclusion of the
Forty Ninth Annual General Meeting of the Company to be held in the year, 2029.
Accordingly, they continued to hold the office of Statutory Auditors of the Company during
the financial year under scrutiny.
The Auditors' Report for the Financial Year 2024-2025 does not contain any
qualification, reservation or adverse remark requiring clarification or explanation in the
Directors' Report.
(2) Cost Auditors
Pursuant to the Rules made by the Central Government of India, the Company is required
to maintain cost records as specified under Section 148 (1) of the Companies Act, 2013 in
respect of its products. The Board of Directors of the
Company on the recommendation of the Audit Committee has approved the appointment of
M/s. R. M. Bansal & Co.,
Cost Accountants (Firm Registration No.: 000022), as the
Cost Auditors of the Company to conduct the audit of the
Cost Accounts of the Company, for the financial year 2025-26. M/s. R. M. Bansal &
Co. have furnished a certificate of their eligibility and consent for appointment under
Section
139(1) of the Companies Act, 2013 and Rules framed thereunder.
The Board on the recommendation of the Audit Committee have approved the remuneration
payable to the Cost Auditor, subject to ratification of their remuneration by the members
at this Annual General Meeting.As required under the Companies Act, 2013, the resolutions
seeking members' ratification for the remuneration payable to Cost Auditors forms part of
the Notice convening the Annual General Meeting.
(3) Secretarial Auditors
M/s P. Manghwani & Associates, Practicing Company Secretary ((bearing Unique
Identification No.
S2016UP357400) are the Secretarial Auditor of the Company for the financial year
2024-25. The Secretarial
Auditor Report issued by M/s P. Manghwani & Associates for the financial year ended
31st March, 2025 is annexed herewith as Annexure-B to this report.
The Secretarial Audit Report for the financial year 2024-25 does not contain any
qualification, reservation or adverse remark.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, and amended Regulation
24A of SEBI Listing Regulations read with SEBI circular no. SEBI/HO/CFD/CFD-PoD-2/
CIR/P/2024/185 dated December 31, 2024 the Board of Directors based on the recommendation
of the Audit Committee has approved the appointment of M/s V Agnihotri & Associates, a
peer reviewed firm of Practicing Company Secretary (bearing Unique Identification No.
S2019UP652800)as Secretarial Auditor of the Company for a period of 5 (five)
consecutive years with effect from 1st April, 2025 to 31st March, 2030 subject to the
approval of the Members of the Company at the ensuing Annual General Meeting.
The resolution approving the above proposal is being placed for approval of the Members
in the Notice of Annual General Meeting.
(4) Internal Auditors
Pursuant to provisions of Section 138 read with Rule 13 of Companies (Accounts) Rules
2014, your Company engaged the services of M/s J Chandra & Co., Chartered Accountants,
Kanpur, to conduct the Internal Audit of the functions and activities of the Company for
the Financial Year 2024-25.
The Quarterly Internal Audit Report is placed before the Audit Committee of the Company
for its review, at regular intervals.
REPORTING OF FRAUDS
There was no instance of fraud during the year under review, which required the
Statutory Auditors to report to the Audit
Committee and/or Board under Section 143(12) of the Act and Rules framed there under.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
Pursuant to Regulation 34(2) of the SEBI Listing Regulations, a Management Discussion
& Analysis Report for the year under review is annexed as a separate section forming
part of this Annual Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information as per Section 134(3)(m) of the Companies Act, 2013 read with the Rule 8(3)
of the Companies (Accounts) Rules, 2014 relating to conservation of energy, technology
absorption and foreign exchange earnings and outgo for the financial year 2024-25 is
annexed as Annexure-C which forms part of this Report.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013 the
Board of Directors, to the best of their knowledge and ability in respect of the
financial year ended on 31st March, 2025 confirm that:
1) in the preparation of the Annual Accounts, the applicable Accounting Standards had
been followed along with proper explanation relating to material departures;
2) they have selected such accounting policies and applied them consistently and made
judgements and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company at the end of the financial year and of the
profit of the Company for that period;
3) they have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
4) they have prepared the Annual Accounts of the
Company on a going concern basis.
5) they have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and were operating effectively; and
6) they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
CORPORATE SOCIAL RESPONSIBILITY
In terms of Section 135 and Schedule VII of the Companies Act 2013 read with the
Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended, the Board of
Directors of your company had constituted a Corporate Social Responsibility Committee
which under take CSR activities, projects and programs as provided in the CSR Policy of
the Company and identified under Schedule VII of the Companies Act, 2013. The Composition
of the CSR
Committee along-with the detailed report on CSR activities as required under the
Companies (Corporate Social
Responsibility Policy) Rules, 2014 as amended is annexed with this report as Annexure-D
and forms an integral part of this Report. During the year under report, the company was
unable to spend an amount of INR. 4,29,547/- towards
CSR activities, due to unprecedented operational hurdles. In compliance with the second
proviso to Section 135(5) of the Companies Act, 2013, the Company has transferred an
amount of INR 4,35,000/- to the PM CARES Fund.
Corporate Social Responsibility Committee of the Board has developed a CSR policy which
can be accessed on https://frontiersprings.co.in/downloads/FSL_Corporate%20
Social%20Responsibility%20Policy-.pdf
DEPOSITS
During the year under review, the Company has neither accepted nor renewed any deposits
from public in terms of provisions of Section 73 and 76 of the Companies Act, 2013 read
with the Companies (Acceptance of Deposits) Rules, 2014.
In terms of Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014,
the Company, during the year, had not accepted any unsecured loans from the Directors of
the Company.
PARTICULARS OF EMPLOYEES
The disclosure required under Section 197(12) of the Companies Act, 2013 read with Rule
5 (1) & 5(2) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is annexed as Annexure-E and forms an integral part of
this report. The information showing names and other particulars of employees as per Rule
5(2) and 5(3) of the aforesaid rules forms part of this report.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS BY THE COMPANY
Your Company has not given any loans or provided guarantees and/or any securities or
provided security attracting provisions of Section 186 of the Companies Act, 2013 and
Schedule V of the SEBI Listing Regulations.
However, the details of investments made are provided in the Note No.2 of the Notes to
the Financial Statements for the year ended 31st March, 2025.
LISTING
The Equity Shares of Company continued to be listed at BSE Limited and the Annual
Listing Fee for the financial year
2025-26 has been paid up to date within the stipulated time period.
INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY
The Company has in place internal financial control systems, commensurate with the size
of the Company and the nature of its business, with reference to financial statements. The
Audit Committee of the Board of Directors regularly reviews the adequacy and effectiveness
of Internal Control Systems and suggests improvement to strengthen them.
COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review, the Company has duly complied with the applicable
provisions of the Secretarial
Standards on Meetings of the Board of Directors (SS 1) and General Meetings (SS 2)
issued by The Institute of
Company Secretaries of India.
COMPOSITION OF AUDIT COMMITTEE
The composition of Audit Committee is in line with the provisions of Section 177 of the
Act read with Regulation 18 of the Securities Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015. The Audit Committee comprises of 5 (five) members and all members are Independent
Directors of the Company. The Company Secretary is the Secretary of the Committee. All
transactions with related parties are on arms' length basis. During the year, there are no
instances where the Board had not accepted the recommendations of the Audit Committee.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
Pursuant to Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI Listing
Regulations, the Company has adopted Whislte Policy for vigil mechanism for Directors and
Employees, to report genuine concerns about any wrongful conduct with respect to the
Company or its business or affairs. This policy covers malpractices, misuse or abuse of
authority, fraud, violation of the Company's policies or rules, manipulations, negligence
causing danger to public health and safety and other matters or activity on account of
which the interest of the company is affected or likely to be affected and formally
reported by whistle blowers. If an investigation leads the Chairman of the Audit Committee
shall recommend to the management of the Company to take such disciplinary or corrective
action as he may deem fit.
The policy has been posted on the website of the Company and may be accessed at the
link: https://frontiersprings. co.in/downloads/Whistle%20Blower%20Policy.pdf
RISK MANAGEMENT
Risk is an inherent factor in business cycle and cannot be avoided. However, proper
planning and checks lead to risk mitigation. The Audit Committee has also been delegated
the responsibility for monitoring and reviewing risk management, assessment and
minimization procedures, developing, implementing and monitoring the risk management plan
and identifying, reviewing and mitigating all elements of risks which the Company may be
exposed to. The Board also reviews the risk management, assessment and minimization
procedures.
The Risk Management Policy has been uploaded on the Company's website and may be
accessed at the link https:// frontiersprings.co.in/downloads/Risk%20Mangement%20
Policy.pdf
INSIDER TRADING
In compliance with the provisions of the SEBI (Prohibition of Insider Trading)
Regulations, 2015 and to preserve the confidentiality and prevent misuse of unpublished
price sensitive information, the Company has adopted a Code of Conduct to Regulate,
Monitor and Report Trading by Insiders (Insider Trading Code') and a Code of
Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information
(Code of Fair Disclosure').
The Insider Trading Code is intended to prevent misuse of unpublished price sensitive
information by insiders and connected persons and ensures that the Directors and specified
persons of the Company and their dependents shall not derive any benefit or assist others
to derive any benefit from access to and possession of price sensitive information about
the company which is not in the public domain, that is to say, insider information.
The Code of Fair Disclosure ensures that the affairs of the Company are managed in a
fair, transparent and ethical manner keeping in view the needs and interest of all the
stakeholders.
The Code of Conduct for Insider trading is placed on the website of the Company and can
be accessed through the link: https://frontiersprings.co.in/downloads/Code_of_
Conduct_for_Prevention_of_Insider_Trading_FSL%20(2).pdf
POLICY ON SEXUAL HARASSMENT
Prevention and control of sexual harassment at workplace constitutes an important part
of corporate culture while aligning with best practices and improving management
processes. The company has zero tolerance for sexual harassment at workplace and has
adapted a policy on prevention, prohibition and redressal of sexual harassment at
workplace with a mechanism of lodging complaints and has constituted an Internal
Complaints Committee in line with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,2013 and the rules framed there
under.
No complaints were reported to the Board for sexual harassment of women at work place
during the financial year
2024-25.
The policy on Sexual Harassment at Workplace is placed on the website of the Company
and can be accessed through the link: https://frontiersprings.co.in/downloads/
Policy%20Against%20Sexual%20Harrasment%20at%20 Workplace-%20%20FSL.pdf
MATERNITY BENEFIT COMPLIANCE
During the year under review, the company has ensured full compliance with the
provisions of the maternity Benefit
Act, 1961. The company remains committed to upholding the Rights and welfare of its
female employees by providing all statutory maternity benefits and other entitlements as
mandated under the act.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS
RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Company
occurred from the end of the financial year 2024-25 till the date of this Report.
Further, there was no change in the nature of business of the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
During the year under review, there were no significant and material orders passed by
the Regulators, or Courts or Tribunals which would impact the going concern status of the
Company and its future operations.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
During the financial year under review, the transactions entered/continue to be entered
into with related parties were in the ordinary course of business and on an arm's length
basis. The omnibus approval from the Audit Committee was obtained on Annual basis for
transactions of repetitive nature and which are subsequently approved by the Board of
Directors of the Company. 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 Company's related party transaction policy and accordingly, the
disclosure of Related party transaction as required under
Section 134(3)(h) of the Companies Act, 2013 and Regulation 23 of the SEBI Listing
Regulations, in Form AOC-2 does not form part of this report. However, the related party
transactions entered by the Company are disclosed under Note No.32 of the Notes to the
financial statements for the year ended 31st March, 2025.
Pursuant to SEBI Listing Regulations, the Resolution for seeking approval of the
Members on material related party transactions is being placed at this AGM.
In line with the requirements of the Act and the Listing Regulations, the Company has
formulated a Policy on Related Party Transactions and the same can be accessed on the
Company's website at https://frontiersprings.
co.in/downloads/Policy%20on%20Related%20Party%20
Transactions.pdf
GENERAL
The Company has not issued any equity shares with differential rights as to
dividend, voting or otherwise.
The Company has not issued any shares (including sweat equity shares) to
employees of the Company or its subsidiary under any scheme.
There is no change in the Share Capital Structure of the Company during the year
under review.
There was no revision in the financial statements.
There has been no change in the nature of business of the Company.
There is no proceeding initiated/pending against the Company under the
Insolvency/Bankruptcy Code,
2016.
There was no instance of time settlement with any bank or financial institution.
ACKNOWLEDGEMENTS
Your Directors place on record their appreciation for the contributions made by
employees towards the success of the Company. Your Directors gratefully acknowledge the
co-operation and support received from the shareholders, customers, vendors, bankers,
Regulatory and Government authorities.
|
For and on behalf of the Board |
|
Sd/- |
|
Kundan Lal Bhatia |
| Place: Kanpur |
Chairman cum Managing Director |
| Date: 27.08.2025 |
(DIN: 00581799) |
|