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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Forbes & Company Ltd.

Mar 31, 2025

The Board of Directors hereby submits the report on the business and operations of the Company along with the Audited Financial Statements of the Company for the Financial Year (FY) ended March 31, 2025. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

Financial Results and Highlights of Performance

The Companyâs performance, as per Indian Accounting Standards (IND AS), during the Financial Year under review is summarized as follows:

? in Lakhs
Particulars	Standalone		Consolidated
Particulars	FY 24-25	FY 23-24	FY 24-25	FY 23-24 *
Revenue and Other Income (Total Income)	21,280	14,626	21,557	14,780
Earnings before Finance Cost, Depreciation, Share of Net Profit of Joint ventures Exceptional Item & Tax	4,186	3,003	4,407	3,087
Share of Net Profit of joint venture	-	-	(172)	(212)
Profit / (Loss) after Finance Cost, Depreciation, Share of Net profit of Joint ventures and before Exceptional Items & Tax	3,982	2,736	4,023	2,604
Exceptional Items - Income/(Expense)	(202)	(486)	(2)	(426)
Profit before Tax (PBT)	3,780	2,250	4,021	2,178
Profit/(loss) after tax for the year from continuing operations	2,693	2,034	2,891	1,938
Profit/(loss) before tax from discontinued operations	-	-	9,385	(2,250)
Tax Expense form discontinued operations	-	-	-	(134)
Profit/(loss) for the year from discontinued operations	-	-	9,385	(2,384)
Profit/(Loss) for the year	2,693	2,034	12,276	(446)
Other Comprehensive Income (net of tax)/(Loss)	792	275	1,788	3,260
Total Comprehensive Income	3,485	2,309	14,064	2,814
Earnings Per Share - Basic and Diluted (?) (Continuing operation)	20.88	15.77	22.71	15.22
Earnings Per Share - Basic and Diluted (?) (Discontinued operations)	-	-	73.71	(18.72)
Earnings Per Share- Basic and Diluted (?) (Continuing and Discontinued operations)	-	-	96.42	(3.50)
Note: The above figures are extracted from Standalone and Consolidated Financial Statements as per Indian Accounting Standard (âIND ASâ) and are prepared in accordance with the principles stated therein as prescribed by the Ministry of Corporate Affairs under section 133 of the Companies Act, 2013 (âActâ) read with relevant rules issued therein. * The Consolidated Financial results are reinstated for the previous year ended March 31, 2024, in view of the effect of Forbes Technosys Limited (FTL) ceased to be a subsidiary of the Company.

Management Discussion & Analysis of Financial Conditions, Results of Operations and State of Company Affairs

General Performance and Outlook

The overall macro environment for India has been much better than many or most of the developed and the developing economies. There have been continued setbacks like continuation of regional conflicts with some parts of the world, and their consequent impacts on the respective currencies, interest rates, access to those markets and commodity prices which may have created some negative influences. However, for the medium to long term, as it seems today, the inherent strength of India economy coupled with the incentivization and

promotion of industry by the Government has been a solid positive and the driver of the Indian economy and we expect the approach and the trend to continue. Your company has some impact for the reasons stated above, however, the management is confident that over the long and medium term the situation reflects a positive trend.

Your company depends on capex growth of the industry and the published economic survey of 2025 indicates the countryâs GDP to grow approximately 6.5%. It is interesting to note that capex has grown @ 8.2% and expected to pick up pace with the elections out of the way. The capacity increase in solar and wind increased around 15.8% year on year for December 2024 indicates the Government intention to go green. The continued setting up of Infrastructure

Investments being focused will result in higher economic growth. The economic survey further advocates deregulation to accelerate and sustain higher economic growth. These very factors indicate an optimism of growth for our industry as well.

Performance and outlook

During the year under consideration, your Company has undertaken several consolidation actions, which are detailed below, followed by a discussion of the results. These actions enable the Company to concentrate on growth-oriented businesses, specifically Coding & Industrial Automation and Real Estate. The Company maintains a tradition of excellence, with total customer delight as its singular aim. Significant actions taken in various areas are summarized hereunder for a better understanding of all stakeholders:

â¢ The Company was holding 50% shareholding in Forbes Macsa Private Limited (FMPL), a Joint Venture of the Company, and the remaining 50% shareholding was held with Macsa ID, SA, another JV partner. Pursuant to a Share Purchase/Transfer Agreement executed during the year, your Company acquired the entire shareholding of Macsa ID, S.A. in FMPL. Following the completion of this transaction your Company terminated the Joint Venture Agreement with Macsa ID, S.A., and Forbes Macsa Private Limited became a wholly owned subsidiary of your Company, effective March 31, 2025.

Coding & Industrial Automation Business (CIAB):

The Coding & Industrial Automation Business (CIAB), which includes conventional marking systems, dot peen marking systems, laser technologies, and industrial project automation, achieved flat growth compared to the previous year. While the Company experienced an improvement in contribution margin, overall revenue growth remained unchanged. Nevertheless, the Company remains optimistic, continuing its efforts to drive volume growth, and is confident that these initiatives will contribute to enhanced performance in the coming periods.

Your Company has made significant strides in product development, having created a range of in-house solutions, including dot peen marking machines, lasers for metal marking, and non-metal marking systems. These products are scheduled for launch in Q1 of FY26, which will not only expand the Companyâs portfolio but also enhance its ability to meet the diverse needs of customers.

Additionally, the Company has undertaken a restructuring of the CIAB operations, appointing new leadership with the introduction of a new Operations Head and Quality Head. To strengthen back- end functions, dedicated teams have been established for Supply Chain Management (SCM) and Quality. On the front-end, a new zonal sales and channel structure was implemented. This zonal approach has enabled the Company to more effectively target key markets for conventional element sales and to secure a stronger foothold with key customers in the marking automation space.

Your company operates in the following areas, namely

1. Conventional Marking Systems

2. Peen Marking systems

3. Industrial Automation and Laser Systems

While the Conventional Marking System category grew by 11% over Previous year, Peen Marking Systems grew around 15%, but there was a drop of around 14% in the Industrial Automation and Laser Systems. Overall growth therefore was at around 3% as compared to the previous year in this line of business.

As regards gross margins, we have collectively seen a substantial improvement, indicating to us that our actions are in the right direction and provide us with a sense of comfort regarding the acceptability of our products.

We, however, believe our actions are in the right direction and we have planned many positive actions for the future. Looking forward, as a technology-driven business, the Company remains committed to further expanding its portfolio to meet evolving customer demands and industry trends. This strategic focus will enable the Company to offer a wider range of solutions and stay ahead of the dynamic market landscape.

Real Estate - Project Vicinia, Chandivali

Your Company has successfully completed the construction of Phase I and Phase II of the project, which includes Towers A, B, C, D, and F from Phase I, as well as Towers E, G, and H from Phase II. The possession of the flats sold has been handed over to customers for both phases. Currently, the Company is in the process of completing the remaining amenities and infrastructure facilities, predominantly, the sports facility, which are expected to be completed shortly.

The Company has sold the entire flat inventory, with the exception of six flats across the total project. While substantial progress has been made, the overall completion of the project has been delayed.

Furthermore, there are other potential real estate development opportunities that the Company may consider leveraging, either through development or sale, on an ongoing basis. This is currently under review by the management.

Forbes Technosys Limited (FTL)

Forbes Technosys Limited (FTL), a wholly owned subsidiary, has been facing significant operational challenges due to ongoing losses, withdrawal of support from its operational creditors, and non-receipt of dues from trade receivables. As a result, FTL filed a petition to initiate the Corporate Insolvency Resolution Process (CIRP) under Section 10 of the Insolvency and Bankruptcy Code, 2016 (IBC), before the National Company Law Tribunal (NCLT), Mumbai Bench, on February 20, 2024.

On March 24, 2025, the NCLT, Mumbai Bench, admitted the application, and accordingly, the CIRP for Forbes Technosys Limited

has commenced from the specified date and the powers of the Board of Directors of FTL shall stand suspended and be exercised by Interim Resolution Professional/ Resolution Professional during the CIRP period. Accordingly, FTL ceased to be a subsidiary of the Company.

The Board of FTL stands suspended, with management now under the Interim Resolution Professional. As the Company no longer has significant influence or control over FTL, it is not a part of the consolidation of accounts.

Forbes Bumi Armada Limited (FBAL)

The gross revenue from operations for the financial year ended March 31, 2025, stood at ? 7,400 Lakhs compared to ? 6,837 Lakhs for the financial year ended March 31,2024. Total Comprehensive income is at ? 380 Lakhs as against ? 382 Lakhs in the previous year.

FBAL maintains qualified and experienced manpower which continues to provide quality manning services for Operation and Maintenance of Floating Production Storage Offload âFPSOâ Vessels.

FBAL provides Operations and Management manning services to three (3) FPSOs. Manpower resources of FBAL are delivering international standard services while maintaining high level Health Safety and Environment track records.

The Company has duly complied with ISO 9001, 14001 & 45001 certifications, which are valid till January 17, 2027, and ISO 27001: 2013 - Security Management System Certification valid till October 31, 2025. All the compliances in terms of renewal of certification, licenses and other imperative regulations are regularly renewed and fully complied with by the company without any delay.

During the year under review, there has been no change in the nature of business and share capital of the Company.

The Svadeshi Mills Company Limited (Svadeshi)

In the matter of Svadeshi Mills Company Limited (Svadeshi), the Honâble Bombay High Court vide its order dated October 9, 2023 has allowed the Interim Application (IA) filed by Grand View Estate Private Limited (GVEPL) and the Company granting permanent

stay on the winding up of Svadeshi along with directions to Official Liquidator (OL) to handover entire undertaking of Svadeshi including all its properties assets books of accounts etc. OL has been discharged as the liquidator of Svadeshi. Directors have been appointed on the Board of Svadeshi. The Company as a shareholder of Svadeshi has secured the funding availed by GVEPL for revival of Svadeshi by way of exclusive pledge of entire equity shares of the Company and its wholly-owned subsidiary Forbes Campbell Finance Limited (FCFL) in Svadeshi hypothecation of secured debt due to the Company from Svadeshi together with the underlying security and hypothecation of receivables due to the Company from Svadeshi.

Subsequently, vide order dated January 2, 2025, the Division Bench of the Honâble Bombay High Court has vacated the stay on winding up of Svadeshi by setting aside the above order dated October 09, 2023 and directed OL to take control of its assets reserving liberty to GVEPL and Company to file fresh application u/s 466 of Companies Act, 1956. OL took control of Svadeshi''s assets on January 23, 2025. GVEPL and the Company filed Special Leave Petition (SLP) before the Honâble Supreme Court against the impugned order dated January 22, 2025. The Honâble Supreme Court heard the SLP and vide its Order dated January 31, 2025 stated that GVEPL and the Company may file fresh application before the Company Judge, Bombay High Court with a prayer that winding up of Svadeshi should not be proceeded with. Further, such fresh application to be expeditiously heard by the Company Judge.

The Company and GVEPL have filed a fresh application with the Honâble Bombay High Court for granting permanent stay on winding up the process.

Financial Performance

The Consolidated Financial Statements of your Company and its subsidiaries, its joint ventures and associate companies are prepared in accordance with Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time and other relevant provisions of the Companies Act, 2013. The Notes to Consolidated Financial Statements are disclosed and forms part of the Consolidated Financial Statements.

Segment wise performance

The summarized performance of segment revenues and segment results is as under:

'' in Lakhs
Particulars			Segment Revenue
			FY 24-25		FY 23-24
Coding and Industrial Automation (CIAB)			3,134		3,108
Real Estate			16,795		9,373
Total			19,929		12,481
Less: Inter Segment Revenue			(6)		(1)
Total Income from operations (net)			19,923		12,480
'' in Lakhs
Particulars			Segment Results
			FY 24-25		FY 23-24
Coding and Industrial Automation (CIAB)			(116)		(23)
Real Estate			4,624		3,427
Total segment results			4,508		3,404
Add/(Less): Share of profit of joint ventures and associates accounted for using equity method			(172)		(212)
Add/(Less): Unallocated Exceptional Items-Income			(2)		133
Less: Finance Costs			(53)		(109)
Balance			4,281		3,216
Add: Unallocable income/(expenses)			(259)		(1,038)
Profit /(Loss) from continuing activities before tax			4,022		2,178
Profit / (Loss) from discontinued operations			9,385		(2,250)
Profit /(Loss) before tax from continuing and discontinued operation			13,407		(72)
Key Financial performance, Operational Information and Ratio Analysis
Key Ratios/ Indicators	Standalone			Explanation for change of 25% or more
	FY 24-25	FY 23 -24
Debtors Turnover (in days)	15	20		No comment - within 25%
Interest Coverage Ratio	78	26		Current year Earnings before intxerest and tax has increased on account of profit and revenue recognized for Vicinia Project
Operating Profit Margin %	20%	23%		No comment - within 25%

Key Ratios/ Indicators	Standalone		Explanation for change of 25% or more
Key Ratios/ Indicators	FY 24-25	FY 23 -24	Explanation for change of 25% or more
Return on Net Worth	18%	21%	No comment - within 25%
Current Ratio	1.54	0.98	Reduction in current liabilities & inventory due to revenue recognition of vicinia project, creditors balances also declined.
Debt-Equity Ratio	0.03	0.04	Net worth/ Reserve increased in current year.
Return on Equity Ratio	25%	14%	Increase in net profit during the year is primarily on account of revenue recognition of Vicinia Project.
Trade Receivables turnover ratio	27.02	18.19	Increased mainly on account of higher revenue recognition of Vicinia Project during the year as compared to previous year.
Trade payables turnover ratio	0.68	0.87	During the year the quantum of purchases were lower as compared to previous year & higher payment efficiency.
Net capital turnover ratio	6.53	-24.11	Due to revenue recognition of Vicinia Projects.
Net profit ratio	18%	19%	No significant variaton
Return on Capital employed	25%	22%	Revenue recognised for Vicinia Projects in current year
Return on investment	18%	8%	Current year Earnings before interest and tax increased & total assets reduced on account of revenue recognised for Vicinia Project.

Revenue

During the year your Company has achieved total standalone revenue (including other income) of ? 21,280 lakhs (previous year ? 14,626 lakhs).

During the year your Company achieved consolidated revenue (including other income) of ? 21,557 lakhs (previous year ? 14,780 lakhs).

Earnings Before Interest, Depreciation, Taxation and Amortization (âEBIDTAâ) (excluding Exceptional item)

Standalone EBIDTA is '' 4,186 lakhs (previous year '' 3,003 lakhs) while Consolidated EBIDTA is '' 4,407 lakhs (previous year '' 3,087 lakhs).

Profit/(Loss) Before Tax (âPBTâ)

Consequent to the above, during the year standalone PBT is '' 3,780 lakhs (previous year '' 2,250.15 Lakhs).

Consolidated PBT is '' 4,022 lakhs (previous year '' 2,178 lakhs). Fixed Assets

The opening gross block of standalone financials is '' 586 lakhs (previous year gross block is '' 622 lakhs) Consolidated Gross Block of assets is '' 780 lakhs (previous year '' 1,401 lakhs which includes gross block of Forbes Technosys Limited (FTL) '' 795 lakhs Remaining opening Gross Block is '' 605 lakhs).

Total Comprehensive Income / (Loss)

During the year standalone profit after other Comprehensive income of '' 3,485 lakhs (previous year '' 2,309 lakhs).

Consolidated Profit after Other Comprehensive Income of ''14,065 lakhs (previous year ''2,814 lakhs).

Borrowing

Total standalone borrowing is '' 3.69 lakhs in current year (previous year : Nil ).

The company''s consolidated borrowings stood at ''3.69 lakhs for the current financial year. (previous year: Nil).

OPPORTUNITIES & RISKS

Our success as an organization depends on our ability to identify opportunities and leverage them while mitigating the risks that arise while conducting our business. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Some of the opportunities and key risks, anticipated impact on the Company and mitigation strategy is as follows:

Market Development

Your Company monitors external market trends and collates consumer insights to understand customer requirements and enable them to provide the right solutions.

with selected partners to enable us to respond to rapidly changing consumer trends with speed.

Your Company is dedicated to ensuring that its vendors, suppliers, contractors etc, work in a healthy and safe environment while delivering on the expected standard.

Political and Global Uncertainty

Political uncertainty or volatile economic uncertainty may adversely affect the reduced demand and could restrict revenue growth opportunities.

Your Company has broad based diversified businesses catering to various industry segments and diverse markets and hence may not get affected by such uncertainty.

Legal and Regulatory

Compliance with laws and regulations is an essential part of your Companyâs business operations. We are subject to laws and regulations in diverse areas as product safety, product claims, trademarks, copyright, patents, competition, employee health and safety, the environment, Water and Air Pollution, corporate governance, listing and disclosure, employment, and taxes. Frequent changes in legal and regulatory regime and introduction of newer regulations with multiple authorities regulating same areas lead to complexity in compliance. We closely monitor and review our practices to ensure that we remain complaint with relevant laws and legal obligations.

Systems and Information

Your Companyâs operations are increasingly dependent on IT systems and the management of information.

Increasing digital interactions with customers, suppliers and consumers place even greater emphasis on the need for secure and reliable IT systems and infrastructure, and careful management of the information that is in our possession.

The cyber-attack threat of unauthorized access and misuse of sensitive information or disruption to operations continues to increase.

To reduce the impact of external cyber-attacks impacting our business, we have sufficient security measures including firewalls and threat monitoring systems in place, complete with immediate response capabilities to mitigate identified threats. Our employees are trained to understand these requirements.

Internal control systems and their adequacy

reviewed by the management and suitable actions are taken to address the gaps, if any. The Audit Committee of the Board meets at regular intervals and addresses significant issues raised by both the Internal Auditors and the Statutory Auditors. The process of internal control and systems, statutory compliance, information technology, risk analysis and risk management are inter-woven to provide a meaningful support to the management of the business.

M/s Sharp & Tannan Associates, the statutory auditors of the Company, have audited the financial statements included in this annual report and has issued a report on the Companyâs internal financial controls over financial reporting as defined in Section 143 of the Act.

Material Development in Human Resources and Industrial Relations

The fiscal year 2024 - 2025, the human resource (HR) functions concentrated on several key areas storing the future ready organization. The HR initiatives and activities undertaken during the year are summarized below for stakeholders:

a. Employee Safety, Wellbeing & Engagement:

The focus was on the overall wellbeing of employees, ensuring a safe and healthy work environment. Your Company believe that engaging employees give more than the deliverables and high engage employees ensure high operational results. We have employee engagement programs celebrating monthly and yearly as well like International Yoga Day, International Womenâs Day, National Safety Week Celebration, Annual Health Check-ups, World Environment Day by planting trees in Company premises, Festival Celebration and Teamwork activities etc.

b. Talent Development & Talent Management:

Hiring the right talent remains a key objective for the Company, and employee engagement is always a top priority. To ensure a smooth onboarding experience, the Company has implemented a detailed induction program for all new joiners. This program is designed to familiarize them with company policies, culture, and departmental functions.

In addition, the Company has introduced a quarterly "New Joiner Connect" initiative for the first year of employment. This program aims to enhance the employee experience, foster stronger bonds among new employees, and help them acclimate to the working culture and processes. The goal is to build longterm relationships and commitment to the organization.

c. Performance Management System:

For Building performance-oriented culture it is very important to have the right talent empowerment and feedback to employees. Your Company has started Quarterly Performance Review for the Functional Head with the Business Head, to review the

entire functional performance & further assistance / guiding on achieving the same.

An annual performance review takes place between employees & reporting managers to summarize the entire annual performance, training requirements, challenges etc.

Capability development programs were designed to make the organization future-ready, focusing on skill enhancement and professional growth.

d. Harmonious Industrial Relations:

Industrial relations remained harmonious, contributing to a peaceful work environment. By Focusing on these areas, your company has created engaging, supporting & dynamic working culture which aims for employee growth, operational efficiency & sustainability. This year your Company has built the foundation base quite strong to start with and make certain to exceed success in coming years.

By focusing on these areas, your company has created a supportive and dynamic work environment that fosters employee growth, operational efficiency, and sustainable development. These initiatives have laid a strong foundation for continued success and growth in the coming years.

Subsidiaries/ Associates /Joint Ventures

During FY 2024-25 the following company(s) have become or ceased to be subsidiaries, joint ventures or associates.

Name of Company	Nature of Relationship
Forbes Macsa Private Limited	Ceased to be a Joint Venture Entity and subsequently became wholly owned subsidiary of the Company with effect from March 31, 2025.
Forbes Technosys Limited	Consequent to the order passed by the National Company Law Tribunal, Mumbai Bench, dated March 24, 2025, Forbes Technosys Limited has admitted to the Corporate Insolvency Resolution Process (CIRP) with effect from the said date. Accordingly, the powers of the Board of Directors of FTL shall stand suspended and be exercised by IRP/Resolution Professional during the CIRP period. The accounts are therefore, not consolidated for reporting.

Details of subsidiaries, associate companies and joint venture companies are set out in the statement in Form AOC-1, pursuant to Section 129 of the Companies Act, 2013 (âActâ) and, is attached, herewith, as Annexure âIâ. Financial Statements of these subsidiaries are available for inspection at the registered office of the Company and that of the subsidiary company concerned and the same would be also available on the website of the Company, www.forbes.co.in

Dividend & Transfer to Reserves

In accordance with SEBI (Listing Obligations and Disclosure Regulations), 2015, the Board of Directors of the Company has adopted a Dividend Distribution Policy, which is available on the website of the Company, www.forbes.co.in

No amount has been transferred to the reserves during the year.

Share Capital

The paid-up Equity Share Capital of the Company as on March 31, 2025, was '' 1,289.86 Lakhs. During the year under review, the Company has not issued any shares with differential voting rights or âsweat equity sharesâ and has not granted any stock options.

Finance

Your Company is net Debt Free as on March 31,2025. The Company continues to focus on judicious management of its working capital. Relentless focus on receivables, inventories, strict cost control where possible, and the sale of assets has helped in keeping the borrowings and effective interest cost under control.

Deposits

The Company has not accepted deposits from public falling within the ambit of Section 73 of the Act and The Companies (Acceptance of Deposits) Rules, 2014.

Particular of loans, guarantees and investments

Particular of Loans, Guarantees and Investments covered under provisions of section 186 of the Act are given in the notes to the Financial Statements.

Related Party Transactions

All related party transactions that were entered into during the financial year were on armâs length basis and were in the ordinary course of business. There were no material-related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large other than the transactions for which shareholdersâ approval was taken.

All related party transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for transactions which are of a foreseen and repetitive nature. The transactions entered pursuant to the omnibus approval so granted are placed before the Audit Committee on a quarterly basis.

The policy on Related Party Transactions as approved by the Board is uploaded on the Companyâs website viz, www.forbes.co.in

Vigil Mechanism/Whistle Blower Policy

The Company has Whistle Blower Policy/Vigil Mechanism to deal with instances of fraud and mismanagement, if any. The Policy is also available on the website of the Company viz, www.forbes.co.in

Remuneration Policy

The Board has on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, senior management personnel and their remuneration. The Remuneration Policy of the Company acts as a guideline for determining, inter alia, qualification, positive attributes and independence of a director, matters relating to the remuneration, appointment, removal and evaluation of the performance of the Director, Key Managerial Personnel and Senior Managerial Personnel. Nomination and Remuneration Policy is available on the website of the Company, www.forbes.co.in

Business Responsibility and Sustainability Report

The requirements under Regulation 34 (2)(f) and the proviso thereof of the SEBI (Listing Obligations and Disclosure Requirements), 2015 is not applicable to the Company for this reporting period.

Internal Complaints Committee

Your Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace as per with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. Internal Compliant Committee (ICC) has been setup to redress complaints received regarding sexual harassment as per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the ICC includes external member. During FY 2024-25, no complaints on sexual harassment were received.

Corporate Governance and Management Discussion and Analysis

The guiding principle of the Code of Corporate Governance is âharmonyâ i.e., balancing the need for transparency with the need to protect the interest of the Company and balancing the need for empowerment at all levels with the need for accountability. A detailed report on Corporate Governance forms part of Annual Report. The âManagement Discussion and Analysisâ forms part of this report.

Corporate Social Responsibility (CSR)

Your Company is committed to its stakeholders to conduct business in an economically, socially and environmentally sustainable manner that is transparent and ethical.

Your Company is committed to inclusive, sustainable development and contributing to building and sustaining economic, social

and environmental capital and to pursue CSR projects, as and when required, that are replicable, scalable and sustainable with a significant multiplier impact on sustainable livelihood creation and environmental replenishment.

The total amount to be spent during the financial year 2024-25 was Nil.

However, your Company has entered into a memorandum of Understanding (MOU) with the Aurangabad Municipal Corporation towards reconstruction of a municipal school building in Aurangabad and has committed towards the cost of construction of a class room and development of school building. The construction of the said infrastructure has already commenced.

The Report on CSR activities, in terms of Section 135 of the Companies Act, 2013, is annexed as Annexure âIIâ to this report.

Risk Management

The Board of Directors of your Company has formed a Risk Management Committee for identification, evaluation and mitigation of external and internal material risks. The Committee has established a framework for the companyâs risk management process and ensures its implementation. The Committee periodically reviews the risk management processes and practices of the Company and establish and amends procedures to mitigate risks on a continuing basis.

Significant and Material Orders Passed by the Regulators or Courts

There was no significant material orders passed by the Regulators / Courts which would impact the going concern status of your Company and its future operations.

Directors and Key Managerial Personnel

As per provisions of Section 152(6) of the Act, Mr. M.C. Tahilyani is due to retire by rotation at the ensuing Annual General Meeting and being eligible, seeks re-appointment. The Board of Directors recommends his re-appointment as Director of the Company.

Based on the recommendations of the Nomination and Remuneration Committee and subject to the approval the Shareholders of the Company, the Board of Directors approved the appointment of Mr. Paras Savla as an Additional Director (Non-Executive, Independent Director) for a term of 5 years commencing from August 05, 2024 and the appointment of Ms. Bapsy Dastur as an Additional Director (Non-Executive, Independent Director) for a term of 5 years commencing from September 01, 2024. The said appointments were approved by the shareholders of the Company on August 29, 2024, and October 30, 2024, respectively.

The second term of Mr. D. Sivanandhan as an Independent Director is completed on August 05, 2024, and he was not eligible for re

appointment in accordance with the provisions of Section 149 (11) of the Companies Act, 2013.

Mr. Ravinder Prem due to pre-occupation and prior professional/ personal commitments has resigned from the position of Whole-time Director of the Company with effect from close of business hours on April 04, 2025.

The Board places on record its appreciation for the invaluable services and guidance rendered by Mr. Ravinder Prem to the Board and the Company during his tenure as Whole-time Director.

Based on the recommendations of the Nomination and Remuneration Committee and subject to the approval of the Shareholders of the Company, the Board of Directors at their meeting held on March 31, 2025, appointed Mr. Sudhir Wakure (DIN: 07828586) as an Additional Director and designated him as the Whole-time Director of the Company with effect from April 05, 2025.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence as prescribed both under the Act and SEBI (LODR), 2015 and there has been no change in the circumstances which may affect their status as Independent Directors during the year.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of Board/ Committee of the Company.

One of the Directors holds 3032 Equity shares of the Company and is entitled to all rights and obligations of other shareholders.

Independent Directors are familiarized with their roles, rights and responsibilities in the Company through induction programmes at the time of their appointment as Directors and through presentations made to them from time to time. The details of familiarization programmes conducted have been hosted on the website of the Company and can be accessed at www.forbes.co.in

Pursuant to the provisions of section 203 of the Act, Mr. Ravinder Prem, Whole-time Director, Mr. Nirmal Jagawat, Chief Financial Officer and Mr. Pritesh Jhaveri, Company Secretary, are the Key Managerial Personnel of the Company as on March 31, 2025.

Audit Committee of the Board of Directors

The details pertaining to the composition of the Audit Committee of the Board of Directors are included in the Corporate Governance Report which forms part of this report.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR), 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually, as well as the evaluation of the working of its Audit, Nomination and Remuneration, Stakeholdersâ Relationship Committees.

The performance of the Board was evaluated by the Board after seeking feedback from all the Directors based on the parameters/ criteria, such as, degree of fulfillment of key responsibility by the Board, Board Structures and Composition, establishment and delineation of responsibilities to the Committees, effectiveness of Board processes, information and functioning, Board culture and dynamics and quality of relationship between the Board and the Management.

The performance ofthe committees viz. Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility and Stakeholders Relationship Committee was evaluated by the Board after seeking feedback from Committee members based on parameters/ criteria such as degree of fulfillment of key responsibilities, adequacy of committee composition, effectiveness of meetings, committee dynamics and, quality of relationship of the committee with the Board and Management.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors based on selfassessment questionnaire and feedback/input from other Directors (without the concerned director being present).

In a separate meeting of Independent Directors, performance of NonIndependent Directors of the Board as a whole and the performance of the Chairman were evaluated.

Disclosure as required under Section 197 (12) of Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure âIIIâ to this Report.

Meetings of the Board

The Board meets at least once in each quarter and 5 (five) meetings of the Board were held during the year and the maximum time gap between two Board meetings did not exceed the time limit prescribed in the Act. The details have been provided in the Corporate Governance Report.

Directorsâ Responsibility Statement

Pursuant to the provisions of Section 134(5) of the Act, the Directors, based on the representations received from the operating management, confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) they 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 at the end of the financial year and of the profit or loss of the Company for that period;

(iii) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of this Act, for safeguarding the assets of the Company and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis;

(v) they 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

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Audit Report

On a Standalone and Consolidated basis, there are no qualifications stated in the audit report and hence there is nothing specific to comment on the Audit Report, other than the comments mentioned in the report itself, which are self-explanatory.

Statutory Auditors

Pursuant to the provisions of section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s Sharp & Tannan Associates (ICAI Firm Registration No.109983W) are Statutory Auditors of the Company till the conclusion of 108^th Annual General Meeting of the Company.

The Audit Report forms part of the Annual Report. There are no qualification in the Auditors report. However, the Auditors have referred to certain matters in their report on Financial Statements to the shareholders, which read with relevant notes forming part of the accounts, is self - explanatory.

Cost Auditors

As per the requirements of Section 148 of the Act read with The Companies (Cost Records and Audit) Rules, 2014, the cost accounts of the Company are required to be audited by a Cost Accountant. The Board of Directors of the Company have on the recommendation of the Audit Committee, appointed Kishore Bhatia & Associates, Cost Accountants, as Cost Auditors for FY 2025-26 on a remuneration of '' 1.65 lakhs plus applicable taxes and out-of-pocket expenses.

The cost accounts and records of the Company are duly prepared and maintained as required under Section 148(1) of Act.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Makarand M. Joshi & Co, a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed herewith as Annexure âIVâ and which is self-explanatory.

Secretarial Standards

The Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India.

Particular of Employees and Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

(a) The information required pursuant to Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members, excluding the information on employeesâ particulars which is available for inspection by the Members at the Registered Office of the Company during the business hours on working days of the Company. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

(b) Information relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo stipulated under Section 134 (3)(m) of the Act read with Rule 8 of The Companies (Accounts) Rules, 2014 is annexed herewith as Annexure âVIâ.

Extract of Annual Return

Pursuant to section 92(3) read with section 134(3)(a) of the Companies Act, 2013, the Annual Return as on March 31, 2025, is available on the website of the Company viz, www.forbes.co.in

Cautionary Statement

Statements in the Boardâs Report and the Management Discussion & Analysis describing the Companyâs objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Companyâs operations include global and domestic demand and supply, input costs, availability, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

Acknowledgements

Your Directors acknowledge and thank all stakeholders of the Company viz. customers, members, employees, dealers, vendors, banks and other business partners for their valuable sustained support and encouragement. Your Directors look forward to receiving similar support and encouragement from all stakeholders in the years ahead.

Mar 31, 2024

The Board of Directors hereby submit the report of the business and operations of the Company along with the Audited Financial Statements of the Company for the Financial Year (FY) ended March 31, 2024. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

Financial Results and Highlights of Performance

The Companyâs performance, as per Indian Accounting Standards (IND AS), during the Financial Year under review is summarized as follows:

? in Lakhs

Particulars	Standalone		Consolidated
Particulars	FY 23-24 ¹	FY 22-23 ¹	FY 23-24	FY 22-23
Revenue and Other Income (Total Income)	14,626	25,589	15,113	26,240
Earnings before Finance Cost, Depreciation, Share of Net Profit of Joint ventures Exceptional Item & Tax	3,003	20,204	2,975	18,635
Share of Net Profit of joint venture	-	-	(212)	295
Profit / (Loss) after Finance Cost, Depreciation, Share of Net profit of Joint ventures and before Exceptional Items & Tax	2,736	19,543	2,438	17,356
Exceptional Items - Income/(Expense)	(486)	2,905	(300)	1,202
Profit before Tax (PBT)	2,250	22,448	2,138	18,558
Profit/(loss) after tax for the year from continuing operations	2,034	21,855	1,893	17,915
Profit/(loss) before tax from discontinued operations	-	2,273	(2,210)	3,423
Tax Expense	-	(269)	(129)	(2,156)
Profit/(loss) for the year from discontinued operations	-	2,004	(2,339)	1,267
Profit/(Loss) for the year	2,034	23,859	(446)	19,182
Other Comprehensive Income (net of tax)/(Loss)	275	1,308	3,260	(3,222)
Total Comprehensive Income	2,309	25,167	2,814	15,960
Earnings Per Share - Basic and Diluted (?) (Continuing operation)	15.77	169.42	14.87	140.92
Earnings Per Share - Basic and Diluted (?) (Discontinued operations)	-	15.53	(18.37)	9.85

Note: The above figures are extracted from Standalone and Consolidated Financial Statements as per Indian Accounting Standard (âIND ASâ) and are prepared in accordance with the principles stated therein as prescribed by the Ministry of Corporate Affairs under section 133 of the Companies Act, 2013 (âActâ) read with relevant rules issued therein.

From the appointed date, the precision tool business including all its assets and liabilities is transfered and vested to Forbes Precision Tools and Machine Parts Limited.

Management Discussion & Analysis of Financial Conditions, Results of Operations and State of Company Affairs

General Performance and Outlook

The Indian economy has shown remarkable resilience and growth postpandemic, establishing itself as the fifth-largest economy globally and maintaining its position as the fastest-growing economy among G20 nations. Despite the global economic struggle to recover from the pandemic, India has managed to bounce back strongly, with several structural reforms strengthening its macroeconomic fundamentals.

In 2023-24, the Indian economy is estimated to have grown by 7.3%, following growth rates of 9.1% in FY22 and 7.2% in FY23. The National Statistical Organization estimates a growth rate of 7% for 2024-25, marking the fourth consecutive year of achieving 7% growth. This consistent performance highlights Indiaâs robust economic policies and effective implementation strategies over the past decade.

However, India must remain vigilant to challenges such as global manufacturing dynamics shifts, the rise of Artificial Intelligence, and critical energy transitions. The policies adopted in recent years have positioned the Indian economy well to address these challenges. The overall outlook for the Indian economy remains positive, reflecting strong macroeconomic fundamentals and strategic policy initiatives.

Performance and outlook

Strategic Reorganization

â¢ Your Company had approved the Scheme of Arrangement (âSchemeâ) between the Company (âFCLâ or the âDemerged Companyâ) and Forbes Precision Tools and Machine Parts Limited (âFPTLâ or the âResulting Companyâ) and their respective shareholders under Section 230 to 232 of the Companies Act, 2013 and other applicable provisions and the Rules framed thereunder. This Scheme is a Scheme of Arrangement involving demerger of Precision Tools business of the Company into FPTL. The National Company Law Tribunal (NCLT) vide its Order dated February 09, 2024 approved the Scheme and the certified copy of the Order was received on

February 22, 2024. The Scheme became operative from April 01,2023 and effective from March 01,2024. Pursuant to clause 8, of the Scheme the shareholders of the Company were allotted on March 13, 2024, 4 (four) equity shares of FPTL for 1(one) equity share held in the Company. FPTL had ceased to be subsidiary of the Company with effect from March 13, 2024.

Other Activities

â¢ Your Company has entered into a Sale Deed dated June 01, 2023 with the buyer for sale of 0.538 acres of industrial land at Chennai at a total consideration of ?15 crores. The Company has received entire consideration of ? 15 crores. The difference between the net disposal proceeds and the carrying amount of the land amounting to ? 14.47 Crores has been recognized as gain on disposal and reflected in other income in the financial results.

â¢ Your Company was holding 50% shareholding in Forbes Concept Hospitality Services Private Limited (FCHSPL), a Joint Venture of the Company, which became part of your Company directly during the Eureka Forbes Limited demerger process. Since, there were no activities nor any significant assets or liabilities in that company, the Board of Directors of the Company at their meeting held on August 03, 2023 has approved sale of its holding to Metamix Technologies Private Limited and Floral Finance Private Limited. Pursuant to the said sale of the entire shareholding in FCHSPL, it has ceased to be a Joint Venture of the Company effective from August 03, 2023.

Consequent to the above rationalization and relevant developments/ actions, your Company now can better focus to handle and address the key areas - namely Coding & Industrial Automation and Real Estate business. The above actions enable your Company to take challenging targets to leverage on the competencies and the capabilities created with the new situation.

Coding & Industrial Automation Business (CIAB):

The Coding & Industrial Automation Business (CIAB) which includes conventional marking system, dot peen Marking Systems, Lasers and Industrial Project Automation achieved a 27% year-overyear growth, with an improvement in contribution margin, but the segment results for this business are still marginally negative. The initiative to increase the volumes continues and we are confident of achieving higher volumes to enable positive growth in the results.

In view of the demerger and restructuring of the CIAB, the sales channel has to be re-organised and your Company is establishing a zonal sales structure to better manage both the Automation business and the channel sales of the traditional product lines. This structural change will allow us to be more focussed in geographies with better demand of the products. We will enhance and improve our distribution network and at the same time focus on new product introduction for our customers for this category.

As a technology-driven business, your Company is in the process of expanding its capabilities to scale the business and transition from special purpose machines to comprehensive industrial automation solutions.

Real Estate - Project Vicinia, Chandivali

Your Company has completed the construction of Phase 1 of the project containing Towers A, B, C, D, & F which has been handed over to the customers. Phase 2 containing Towers E, G & H are also completed and handing over of the flats are in progress. Youi Company is in process of completing amenities, other infrastructure facilities of the project which is expected to be completed shortly. Your Company has sold entire flat inventory except 9 flats in the total project. Overall completion of the project is delayed consequently, there have been financial impact on the project cost in terms of additional cost.

There are other potential real estate development opportunities which the company may decide to leverage upon by development or from sale from time to time. This is under review with the management.

Lux Group

Forbes Lux International AG (FLIAG), a subsidiary of the company, along with its subsidiary Lux International AG (LIAG) and step-down subsidiaries, has been facing severe liquidity crisis for the past several years. Given the ongoing losses and financial difficulties, the management of FLIAG, LIAG, and Lux Schweiz AG submitted an application on April 11,2023, seeking a provisional debt restructuring moratorium from the Bulach District Court in Wallissellen, Switzerland. By an Order dated April 17, 2023, the Court granted a provisional moratorium, until August 17, 2023, to facilitate the restructuring of these companies. A Provisional Administrator was appointed to assess the prospects for its restructuring. The Provisional Administrator submitted the final report to the Court on August 02, 2023. Based on the Administratorâs final report, the Court determined that FLIAG, being a pure holding company that hasnâ1 generated any income for a considerable period and had ceased its operational activities, is not viable. Similarly, Lux Schweiz AG has also discontinued its operational activities and income generation, leading to the decision to initiate bankruptcy proceedings of these companies. As for LIAG, the Court has granted an extension of the moratorium period until December 01, 2023. Consequently, FLIAG and Lux Schweiz were declared bankrupt by an Order dated August 14, 2023.

Subsequently, following due process, the bankruptcy officials issued a publication on September 08, 2023, announcing the closure of the bankruptcy proceedings due to lack of assets unless a creditor requests implementation within a specified 10-day period. Since no opposition was filed with the Bankruptcy Officer during the stipulated timeline, Forbes Lux International AG, in Liquidation and Lux

Schweiz AG, in Liquidation were liquidated and dissolved. In the context of FLIAGâs bankruptcy proceedings, Lux International AG, in Liquidation (LIAG), a subsidiary of FLIAG, has been disposed of by the bankruptcy official. Consequently, FLIAG and its subsidiaries are no longer considered subsidiaries of the Company.

Forbes Technosys Limited (FTL)

Forbes Technosys Limited (FTL), a wholly owned subsidiary, is facing serious challenges in terms of operations and due to continuing losses and withdrawal of support from its operational creditors to provide further credit on outstanding dues and non-receipt of its dues by its trade receivables. Company Petition has been filed by FTL in order to submit itself into the Corporate Insolvency Resolution Process (CIRP), under section 10 of the Insolvency and Bankruptcy Code, 2016 (IB Code) before the National Company Law Tribunal, Mumbai Bench on February 20, 2024. The hearing of the said Company Petition is awaited.

For the financial year 2023 -24, the total income of FTL was ? 333 Lakhs and total loss was ? 46 Lakhs compared to a net loss of ? 3,387 lakhs for the year ended March 31, 2023. FTLâs current liabilities exceeded its current assets by ? 11,011 lakhs as at March 31, 2024 and it has accumulated losses of ? 18,323 lakhs and its net-worth is negative as at March 31, 2024.

FTL is not a material subsidiary of the Company and therefore it will not impact materially on consolidated financials of the Company.

Forbes Bumi Armada Limited (FBAL)

The gross revenue from operations for the financial year ended March 31, 2024 stood at ? 6,837 Lakhs compared to ? 5,777 Lakhs for the financial year ended March 31,2023. Total Comprehensive income is at ? 382 Lakhs as against '' 306 Lakhs in the previous year.

FBAL maintains qualified and experienced manpower which continues to provide quality manning services for Operation and Maintenance of Floating Production Storage Offload âFPSOâ Vessels.

FBAL is providing Operations and Management manning services to three (3) FPSOs. Manpower resources of FBAL are delivering international standard services while maintaining high level Health Safety and Environment track records.

The Company has duly complied with ISO 9001, 14001 & 45001 certifications, which are valid till January 17, 2027 and ISO 27001: 2013 - Security Management System Certification valid till October 31, 2025. All the compliances in terms of renewal of certification, licenses and other imperative regulations are regularly renewed and fully complied by the company without any delay.

During the year under review, there has been no change in the nature of business and share capital of the Company.

Forbes Macsa Private Limited

Forbes Macsa Private Limited (FMPL) is a joint venture company between Forbes & Company Limited and Macsa ID, S. A which came together to develop, produce, and market laser marking systems to meet permanent marking, coding & traceability requirement for various industry segments in India.

FMPL is providing permanent marking & coding solution as well as has a larger laser product portfolio with products ranging from Fiber Lasers to CO2 Lasers to UV Lasers to Green Lasers and many more with high speed and integration capabilities. The company prides itself in having the solutions for marking and coding to all kinds of substrates like Plastics, Pet Bottles, Glass, Packing Films, Metal Components - Aluminium etc. covering all segments of industry -Industrial, Food, Beverage, Home care, Personal care, Pharma etc.

FMPL is in initial phase of its business operation. The gross revenue from operations for the financial year ended March 31,2024 stood at ? 564 Lakhs with a Net Loss of ? 228 Lakhs.

The Svadeshi Mills Company Limited (Svadeshi) - Associate Company

In the matter of Svadeshi Mills Company Limited (Svadeshi), the Honâble High Court, Bombay vide order dated October 09, 2023 has allowed the Interim Application (IA) filed by Grand View Estate

Private Limited (GVEPL) granting permanent stay on the winding up of Svadeshi along with directions to Official Liquidator (OL) to handover entire undertaking of Svadeshi including all its properties, assets, books of accounts etc., to GVEPL. OL has been discharged as the liquidator of Svadeshi except for carrying out certain directions. Directors have been appointed on the Board of Svadeshi. ROC has been directed to restore status of Svadeshi as active.

Your Company as a shareholder of Svadeshi has secured the funding availed by GVEPL for revival of Svadeshi by way of exclusive pledge of entire equity shares of the Company and its wholly-owned subsidiary Forbes Campbell Finance Limited (FCFL) in Svadeshi, assignment of secured debt due to the Company from Svadeshi together with the underlying security and hypothecation of receivables due to the Company from Svadeshi.

Financial Performance

Segment wise performance

The summarized performance of segment revenues and segment results is as under:

'' in Lakhs

Particulars	Segment Revenue
Particulars	FY 23-24	FY 22-23
Coding and Industrial Automation (CIAB)	3,108	2,449
Real Estate	9,373	1,943
IT Enabled Services and Products	110	312
Others	-	8
Total	12,591	4,712
Less: Inter Segment Revenue	(1)	(38)
Total Income from operations (net)	12,590	4,674
'' in Lakhs
Particulars	Segment Results
Particulars	FY 23-24	FY 22-23
Coding and Industrial Automation (CIAB)	(23)	(125)
Real Estate	3,427	20,808
IT Enabled Services and Products	12	(3,011)
Others	-	-
Total segment results	3,416	17,672
Add: Share of profit of joint ventures and associates accounted for using equity method	(212)	295
Add: Unallocated Exceptional items-Income	133	2,171
Less: Finance Costs	(160)	(983)
Balance	3,177	19,155
Add: Unallocable income/(expenses)	(1,039)	(597)
Profit /(Loss) from continuing activities before tax	2,138	18,558
Profit / (Loss) from discontinued operations	(2,210)	3,423
Profit /(Loss) before tax from continuing and discontinued operation	(72)	21,981

Key Financial performance, Operational Information and Ratio Analysis

Key Ratios/ Indicators	Standalone		Explanation for change of 25% or more
Key Ratios/ Indicators	FY 23 -24	FY 22 -23	Explanation for change of 25% or more
Debtors Turnover (in days)	20	59	This is increased mainly on account of partial revenue recognition of Vicinia Project & increased in sales of Coding and Industrial Automation Business(CIAB) during year.
Interest Coverage Ratio	26	41	The company has repaid the outstanding loan liability in previous year. However Company does not have any liability except notional lease liability.
Operating Profit Margin %	23%	472%	Downfall in operating margin is mainly due to demerger of precision tools business
Return on Net Worth	21%	92%	Downfall in return on net-worth is mainly due to demerger of precision tools business

Key Ratios/ Indicators	FY 23 -24	FY 22 -23	Explanation for change of 25% or more
Current Ratio	0.98	0.88	Current liabilities reduced due to cash flow from sale of Chennai land, increase in Investment in mutual funds.
Debt-Equity Ratio	0.04	0.02	Due to demerger of Precision Tools Business, Net worth/ Reserve of the Company is reduced.
Return on Equity Ratio	14%	205%	Major variation in profit after tax on account of profit on sale of Chandivali land in previous year.
Trade Receivables turnover ratio	18.19	5.32	This is increased mainly on account of partial revenue recognition of Vicinia Project & increased in sales of Coding and Industrial Automation Business(CIAB) during year.
Trade payables turnover ratio	0.87	0.62	During the year CIAB sales increased equally, purchases is higher however creditor is not increased proportionately.
Net capital turnover ratio	-24.11	-1.38	Major variance due to improved working capital i.e. Investment in mutual fund have increased & revenue recognised for Vicinia Projects
Net profit ratio	19%	593%	Major variation in profit after tax on account of revenue recognised for Vicinia Projects in current year. Last year earning increased on account of sale of land.
Return on Capital employed	23%	97%	Last year Earnings before interest and tax increased on account of sale of land. Revenue recognised for Vicinia Projects in current year.
Return on investment	8%	38%	Last year Earnings before interest and tax increased on account of sale of land. Revenue recognised for Vicinia Projects in current year.

Revenue

During the year your Company has achieved total standalone revenue (including other income) of ? 14,626 lakhs (previous year ? 25,589 lakhs).

During the year your Company achieved consolidated revenue (including other income) of ? 15,113 lakhs (previous year ? 26,240 lakhs).

Earnings Before Interest, Depreciation, Taxation and Amortization (âEBIDTAâ) (excluding Exceptional item)

Standalone EBIDTA is ? 3,003 lakhs (previous year ? 20,204 lakhs) while Consolidated EBIDTA is ? 2,975 lakhs (previous year ? 18,635 lakhs).

Profit/(Loss) Before Tax (âPBTâ)

Consequent to the above, during the year standalone PBT is ? 2,250 lakhs (previous year ? 22,448 Lakhs)

Consolidated PBT is ? 2,138 lakhs (previous year ? 18,558 lakhs) Fixed Assets

The opening gross block of standalone financials is ? 14,422 lakhs includes assets pertaining to discontinued business was ? 13,799 lakhs which has been reduced on account of demerger of precision tools business. The remaining opening gross block is ? 622 lakhs (previous year ? 14,241 lakhs). Consolidated Gross Block of assets is ? 1,401 lakhs (previous year ? 17,190 lakhs which includes gross block of Lux group ? 1,990 lakhs & precision tools business ? 13,799 lakhs).

Total Comprehensive Income / (Loss)

During the year standalone profit after other Comprehensive income of ? 2,309 lakhs (previous year ? 25,167 lakhs).

Consolidated Profit after Other Comprehensive Income of '' 2,814 lakhs (previous year '' 15,960 lakhs)

Borrowing

Total standalone borrowing is Nil in current year as well as in previous year.

Your companyâs consolidated borrowing is ? 406 lakhs (previous year ? 376 lakhs).

OPPORTUNITIES & RISKS

Market Development

Your Company monitors external market trends and collates consumer insights to develop category and brand strategies.

Your Company actively searches for ways to translate the trends in consumer preference and taste into new technologies for incorporation into future products. We develop product ideas both in-house and with selected partners to enable us to respond to rapidly changing consumer trends with speed.

Your Company is dedicated to ensuring that its vendors, suppliers, contractors etc work in a healthy and safe environment while delivering on the expected standard.

Political and Global Uncertainty

Political uncertainty or volatile economic uncertainty may adversely affect the reduced demand and could restrict revenue growth opportunities.

Your Company has broad based diversified businesses catering to various industry segments and diverse markets and hence may not get affected by such uncertainty.

Legal and Regulatory

Systems and Information

Your Companyâs operations are increasingly dependent on IT systems and the management of information.

The cyber-attack threat of unauthorized access and misuse of sensitive information or disruption to operations continues to increase.

Internal control systems and their adequacy

Your Company has an internal control system, which ensures that all transactions are recorded satisfactorily and reported and that all assets are protected against loss from unauthorized use or otherwise. The internal control systems are supplemented by an internal audit system carried out by a team under the direct supervision of the Head of Internal Audit. The findings of such internal audits are periodically reviewed by the management and suitable actions taken to address the gaps, if any. The Audit Committee of the Board meets at regular intervals and addresses significant issues raised by both the

Internal Auditors and the Statutory Auditors. The process of internal control and systems, statutory compliance, information technology, risk analysis and risk management are inter-woven to provide a meaningful support to the management of the business.

M/s Sharp & TannanAssociates, the statutory auditors ofthe Company has audited the financial statements included in this annual report and has issued a report on Companyâs internal financial controls over financial reporting as defined in Section 143 of the Act.

Material Development in Human Resources and Industrial Relations

The fiscal year 2023-24 commenced with promising business results across all product categories, reflecting a positive start. The Human Resources function concentrated on several critical areas, ensuring a robust and future-ready organization. Key HR initiatives and activities undertaken during the year are summarized below for stakeholdersâ better understanding:

a. Employee Safety, Health & Wellbeing:

The focus was on the overall well-being of employees, ensuring a safe and healthy work environment.

Health-related seminars were organized to educate employees on various health issues and promote a healthy lifestyle. Annual Health checkup of employees including contract workers followed by doctor advice & address the health-related issues of the employees on weekly basis.

Safety programs were conducted during safety week to reinforce the importance of workplace safety.

b. Talent Acquisition & Development:

A six-day induction program was implemented for all new joinees to familiarize them with the company culture, values, systems policies, and departmental functions.

The induction program aimed to seamlessly integrate new employees and provide a comprehensive understanding of the companyâs operations and products.

c. Performance Management & Capability Development:

A structured performance management system was employed to ensure employeesâ growth and productivity.

Capability development programs were designed to make the organization future-ready, focusing on skill enhancement and professional growth.

d. Harmonious Industrial Relations:

Industrial relations remained harmonious, contributing to a peaceful work environment.

A labor agreement focused on productivity improvement was successfully signed, fostering cooperation and mutual growth.

e. Internal Talent Promotion:

i) Apprenticeship and Future Workforce Planning:

Your company participated in the National Apprentice Promotion Scheme, creating a pipeline for junior engineers.

This initiative aimed to increase employability and meet future manpower requirements, ensuring a steady influx of skilled professionals.

ii) Environmental and Community Initiatives:

Tree plantation drives were organized in the factory premises on World Environment Day, reinforcing the companyâs commitment to sustainability.

iii) Smooth Execution of Demerger Activities:

All demerger activities were meticulously planned and executed on time, ensuring a smooth transition and minimal disruption to operations.

Investment in Subsidiaries/Joint Ventures

Your Company have invested in Equity Shares of FMPL amounting to '' 100 Lakhs and Preference Shares of FMPL amounting to '' 150 Lakhs in FY 2023-24.

Subsidiaries/ Associates /Joint Ventures

During FY 2023-24 the following company(s) have become or ceased to be subsidiaries, joint ventures or associates.

Name of Company	Nature of Relationship
Forbes Lux International AG	Liquidated with effect from September 18, 2023
Lux Hungaria Kereskedelmi.kft	Ceased to be subsidiary with effect from August 23, 2023
Lux International AG	Ceased to be a subsidiary with effect from September 18, 2023
Lux International Services and Logistics GmbH	Ceased to be a subsidiary with effect from September 15, 2023
Lux Oesterreich GmbH	Ceased to be a subsidiary with effect from August 25, 2023

Name of Company	Nature of Relationship
Lux Schweiz AG	Ceased to be a subsidiary with effect from September 18, 2023
Lux Welity Polska sp.z.o.o	Ceased to be a subsidiary with effect from August 18, 2023
Forbes Precision Tools and Machine Parts Limited	Ceased to be subsidiary with effect from March 13, 2024 consequent upon allotment of shares under the Scheme of Arrangement (Demerger) approved by NCLT vide its Order dated February 09, 2024.
Forbes Concept Hospitality Private Limited	Ceased to be a Joint Venture of the Company effective from August 03, 2023 consequent to sale of entire shareholding.

Dividend & Transfer to Reserves

No amount has been transferred to the reserves during the year.

Share Capital

The paid-up Equity Share Capital of the Company as on March 31, 2024 was '' 1,289.86 Lakhs. During the year under review, the Company has not issued any shares with differential voting rights or âsweat equity sharesâ and has not granted any stock options.

Finance

The Board is pleased to inform the stakeholders that the Company is now Debt Free as on March 31, 2024. The Company continues to focus on judicious management of its working capital. Relentless focus on receivables, inventories, strict cost control where possible, and the sale of assets has helped in keeping the borrowings and effective interest cost under control.

Deposits

The Company has not accepted deposits from public falling within the ambit of Section 73 of the Act and The Companies (Acceptance of Deposits) Rules, 2014.

Particular of loans, guarantees and investments

Particular of Loans, Guarantees and Investments covered under provisions of section 186 of the Act are given in the notes to the Financial Statements.

Related Party Transactions

All related party transactions that were entered into during the financial year were on armâs length basis and were in the ordinary course of business. There were no material related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The policy on Related Party Transactions as approved by the Board is uploaded on the Companyâs website viz, www.forbes.co.in

Vigil Mechanism/Whistle Blower Policy

The Company has Whistle Blower Policy/Vigil Mechanism to deal with instances of fraud and mismanagement, if any. The Policy is also available on the website of the Company viz, www.forbes.co.in

Remuneration Policy

The Board has on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, senior management personnel and their remuneration. Remuneration Policy of the Company acts as a guideline for determining, inter alia, qualification, positive attributes and independence of a Director, matters relating to the remuneration, appointment, removal and evaluation of the performance of the Director, Key Managerial Personnel and Senior Managerial Personnel. Nomination and Remuneration Policy is available on the website of the Company, www.forbes.co.in

Business Responsibility and Sustainability Report

The requirement under Regulation 34 (2)(f) of the SEBI (Listing Obligations and Disclosure Requirements), 2015 is not applicable to the Company as the Company was not in the list of top 1000 listed entities based on market capitalization as on March 31,2024.

Internal Complaints Committee

Compliant Committee (ICC) has been setup to redress complaints received regarding sexual harassment as per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the ICC includes external member. During FY 2023-24, no complaints on sexual harassment were received.

Corporate Governance and Management Discussion and Analysis

Corporate Social Responsibility (CSR)

Your Company is committed to its stakeholders to conduct business in an economically, socially and environmentally sustainable manner that is transparent and ethical.

Your Company is committed to inclusive, sustainable development and contributing to building and sustaining economic, social and environmental capital and to pursue CSR projects, as and when required, that are replicable, scalable and sustainable with a significant multiplier impact on sustainable livelihood creation and environmental replenishment.

The total amount to be spent during the financial year 2023-24 was '' 43.20 lacs.

The Report on CSR activities, in terms of Section 135 of the Companies Act, 2013, is annexed as Annexure II to this report.

Risk Management

Significant and Material Orders Passed by the Regulators or Courts

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of your Company and its future operations.

Directors and Key Managerial Personnel

As per provisions of Section 152(6) of the Act, Mr. Jai Mavani is due to retire by rotation at the ensuing Annual General Meeting and being eligible, seeks re-appointment. The Board of Directors recommends his re-appointment as Director of the Company.

Based on the recommendations of the Nomination and Remuneration Committee and subject to the approval the Shareholders of the Company, the Board of Directors approved the re-appointment of Mr. Nikhil Bhatia as an Independent Director for second term of 5 years commencing from May 15, 2024 and the appointment of Mr. Ravinder Prem as an Additional Director and Whole-time Director of the Company for the period of two years with effect from April 01, 2024. The said appointments were approved by the shareholders of the Company through postal ballot on March 18, 2024 and April 22, 2024 respectively.

Mr. M. C. Tahilyani, Managing Director of the Company demitted his office as Managing Director of the Company with effect from the close of business hours on March 31, 2024. He continues on the Board of Directors of the Company as Non-Executive, NonIndependent Director with effect from April 01, 2024 and shall be liable to retire by rotation. He was appointed as the Chairman of the Board of Directors with effect from May 29, 2024.

Mr. Shapoor P. Mistry due to pre-occupation and prior professional/ personal commitments has resigned as Chairman and Non-Executive Director of the Company with effect from close of business hours on March 31, 2024.

The Board places on record its appreciation for the invaluable services and guidance rendered by Mr. Shapoor P. Mistry to the Board and the Company during his tenure as Member of the Board/Committees of the Board and as Chairman of the Company.

The second term of Mr. D. Sivanandhan as an Independent Director expires on August 05, 2024, and he is not eligible for re-appointment in accordance with the provisions of Section 149 (11) of the Companies Act, 2013.

Based on the recommendations of the Nomination and Remuneration Committee and subject to the approval of the Shareholders of the Company, the Board of Directors at their meeting held on May 29, 2024, appointed Mr. Paras Savla (DIN:00516639) as an Additional Director (Non-Executive- Independent) of the Company with effect from August 05, 2024.

One of the Directors holds 2032 Equity shares of the Company and is entitled to all rights and obligations of other shareholders.

Pursuant to the provisions of section 203 of the Act, Mr. M. C. Tahilyani, Managing Director, Mr. Nirmal Jagawat, Chief Financial Officer and Ms. Rupa Khanna Company Secretary are the Key Managerial Personnel of the Company as on March 31,2024.

Mr. Ravinder Prem, Whole-Time Director, Mr. Nirmal Jagawat, Chief Financial Officer and Mr. Pritesh Jhaveri, Company Secretary are the Key Managerial Personnel of the Company with effect from April 01,2024.

Audit Committee of the Board of Directors

The details pertaining to the composition of the Audit Committee of the Board of Directors are included in the Corporate Governance Report which forms part of this report.

Board Evaluation

The performance of the Board was evaluated by the Board after seeking feedback from all the Directors based on the parameters/criteria, such as, degree of fulfillment of key responsibility by the Board, Board Structures and Composition, establishment and delineation of responsibilities to the Committees, effectiveness of Board processes, information and functioning, Board culture and dynamics and quality of relationship between the Board and the Management.

The performance of the committees viz. Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility and Stakeholders Relationship Committee was evaluated by the Board after seeking feedback from Committee members based on parameters/criteria such as degree of fulfillment of key responsibilities, adequacy of committee composition, effectiveness of meetings, committee dynamics and, quality of relationship of the committee with the Board and the Management.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors based on selfassessment questionnaire and feedback/inputs from other Directors (without the concerned director being present).

In a separate meeting of Independent Directors, performance of NonIndependent Directors of the Board as a whole and the performance of the Chairman were evaluated.

Meetings of the Board

The Board met at least once in each quarter and 7 (seven) meetings of the Board were held during the year and the maximum time gap between two Board meetings did not exceed the time limit prescribed in the Act. The details have been provided in the Corporate Governance Report.

Directorsâ Responsibility Statement

Pursuant to the provisions of Section 134(5) of the Act, the Directors, based on the representations received from the operating management, confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(iv) they have prepared the annual accounts on a going concern basis;

(v) they 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

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Audit Report

On a Standalone basis, there are no qualifications stated in the audit report and hence there is nothing specific to comment on the Standalone Audit Report, other than the comments mentioned in the report itself, which are self-explanatory.

As regards the Consolidated Financial Statements, the Statutory Auditors have given a Qualified Opinion and have expressed their inability to provide an opinion on the state of affairs of the Consolidated financials of the Company. There is a point relating to the Forbes Technosys Limited (FTL) for which has been carried

forward by the Statutory Auditor of the Company. The Statutory auditor of the FTL has given an adverse report. In connection with this points the responses are given hereunder:

The reporting of the Forbes Technosys Limited (FTL) is on periodic basis as a subsidiary for consolidation purposes based on the quarterly limited review or Audited financials. This process is followed since incorporation of FTL.

FTL has incurred a net loss of '' 46.32 lakhs for the year March 31, 2024 and a net loss of '' 3,384.96 lakhs for the year ended March 31, 2023. The Companyâs current liabilities exceeded its current assets by '' 11,011.01 lakhs as at March 31, 2024. The Company has accumulated losses of '' 18,322.65 lakhs and its net-worth is negative as at March 31, 2024.

Subsequent to the setback of Covid-19 pandemic, FTL was confident of repayment of all liabilities, as and when due, from business operations and/ or financial support from the Parent Company and other shareholders. FTL also received the approval from the National Company Law Tribunal - Mumbai Bench (âthe NCLTâ) for the Composite scheme of arrangement during the previous year to improve the position of FTL.

However, due to continuing losses and withdrawal of support from its operational creditors to provide further credit on outstanding dues and non-receipt of its dues by its trade receivables, a corporate insolvency resolution process (âCIRPâ) under Section 10 of the Insolvency and Bankruptcy Code, 2016 has been initiated by the FTL voluntarily vide application filed before the NCLT on February 20, 2024. The hearing of the said application is awaited. During the pendency of such application before the NCLT, the financial statements for the year ended March 31, 2024 have been prepared on a going concern basis.

FTL is in the process of negotiating settlements with and obtaining balance confirmations, from its outstanding trade payables (other than related parties) of '' 1,693.43 lakhs and trade receivables of '' 308.22 lakhs as at March 31, 2024 which has not been completed as on date of these financial statements and the adjustment arising from such process, if any, shall be accounted for when such process is complete. FTL has assessed recoverability of its assets such as trade receivables, inventory, other current assets and loans and advances and believes that the carrying cost of all its assets (net of provisions) are recoverable. Consequently, the Company believes that there will not be any material impact on the recoverability of these assets.

The investment made and loans granted by the Company to FTL has also been fully provided in the standalone financials of the Company and this has no risk or consequences on the Company.

Further, the quantum of assets and liabilities of FTL will not have any material impact on the consolidated financials of the company as the same forms a small percentage (%) of the overall consolidated assets and liabilities.

While the auditorsâ views arise from the continuing losses and viability of business of FTL and application under Section 10 of the

Insolvency and Bankruptcy Code, 2016, the Company believes that under the current circumstances as explained above, the financial reporting is in order.

Auditors

Statutory Auditors

The Audit Report forms part of the Annual Report. The Auditors have referred to certain matters in their report on Financial Statements to the shareholders, which read with relevant notes forming part of the accounts, is self - explanatory.

Cost Auditors

As per the requirements of Section 148 of the Act read with The Companies (Cost Records and Audit) Rules, 2014, the cost accounts of the Company are required to be audited by a Cost Accountant. The Board of Directors of the Company have, on the recommendation of the Audit Committee, appointed Kishore Bhatia & Associates, Cost Accountants, as Cost Auditors for FY 2024-25 on a remuneration of '' 1.50 lakhs plus applicable taxes and out of pocket expenses.

The cost accounts and records of the Company are duly prepared and maintained as required under Section 148(1) of Act.

Secretarial Audit

Secretarial Standards

The Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India.

Particular of Employees and Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

Extract of Annual Return

Pursuant to section 92(3) read with section 134(3)(a) ofthe Companies Act, 2013, the Annual Return as on March 31, 2024 is available on the website of the Company viz, www.forbes.co.in

Cautionary Statement

Acknowledgements

For and on behalf of the Board

Ravinder C. Prem M. C. Tahilyani

Whole-time Director Chairman

DIN: 07771465 DIN: 01423084

Mumbai, May 29, 2024

The results are reinstated for the previous year ended March 31, 2023 in view of the effect of the Scheme of Arrangement between Forbes

& Company Limited and Forbes Precision Tools and Machine Parts Limited, and their respective Shareholders for demerger of Precision Tools business of the Company, the appointed date of the scheme was April 01, 2023. The effective date of the scheme was March 01, 2024.

Mar 31, 2023

The Board of Directors hereby submit the report of the business and operations of the Company along with the Audited Financial Statements of the Company for the Financial Year (FY) ended March 31, 2023. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

Financial Results and Highlights of Performance

The Companyâs performance, as per Indian Accounting Standards (IND AS), during the Financial Year under review is summarized as follows:

Rs. in Lakhs
Particulars	Standalone		Consolidated
	FY 22-23 ¹	FY 21-22	FY 22-23 ¹	FY 21-22 ¹
Revenue and Other Income (Total Income)	46,174	24,875	71,011	54,917
Earnings before Finance Cost, Depreciation, Share of Net Profit of Joint ventures Exceptional Item & Tax	23,997	4,687	24,894	8,388
Share of Net Profit of joint venture	-	-	296	1,204
Profit / (Loss) after Finance Cost, Depreciation, Share of Net profit of Joint ventures and before Exceptional Items & Tax	21,817	2,144	20,710	1,250
Exceptional Items - Income/(Expense)	2,905	4,10,091	1,202	(34,641)
Profit before Tax (PBT)	24,722	4,12,235	21,912	(33,391)
Profit/(loss) after tax for the year from continuing operations	23,859	4,13,294	19,133	(32,361)
Profit/(loss) before tax from discontinued operations	-	-	69	4,57,306
Tax Expense	863	(1059)	(20)	(2,080)
Profit/(loss) for the year from discontinued operations	-	-	49	4,55,226
Profit/(Loss) for the year	23,859	4,13,294	19,182	4,22,865
Other Comprehensive Income (net of tax)/(Loss)	1,308	22	(3,222)	6,499
Total Comprehensive Income	25,167	4,13,316	15,960	4,29,364
Earnings Per Share - Basic and Diluted (?) (Continuing operation)	184.95	3203.83	150.38	(253.34)
Earnings Per Share - Basic and Diluted (?) (Discontinued operations)	-	-	0.39	3,575.39

â¢ Shapoorji Pallonji Forbes Shipping Limited (SPFSL), a subsidiary of your Company, sold its last owned vessel on April 4, 2022 consequently there were no business operations left in the SPFSL. As such, your Company sold its entire equity and preference shareholding in SPFSL to M/s G.S Enterprises, a related party, vide Share Purchase Agreement dated June 22, 2022, for an aggregate purchase consideration of '' 29 crores basis valuation report by an independent valuer. The net carrying value of the investments in associate as at the date of sale was '' 28.02 crores and hence the Company has recognised an exceptional gain of '' 0.98 crores in the financial results.

Management Discussion & Analysis of Financial Conditions, Results of Operations and State of Company Affairs

General Performance and Outlook

The financial year in discussion had its own share of surprises. The Indian economy has moved on after its encounter with the pandemic and FY 2022-2023 was a year of several challenges to growth, which India faced and withstood them better than most economies. Measures taken by the government and RBI have managed to rein in inflation while continuing to support economic growth. As inflation rates accelerated, many countries faced severe economic stress. During this difficult period and uncertainty, India became the worldâs fifth largest economy, measured in current dollars in the year 2022. According to the Economic Survey 2023 presented by the government, in real terms the GDP growth for 2023 -24 has been predicted to be 6.5 % and growth in range of 6 % and 6.8%, depending on the direction of global economic and political development. While the efforts of India overall were stupendous in the global environment, the challenges itself continue to prevail and the policy making bodies and the industry itself has to remain alert to these challenges. Overall, the outlook for the Indian economy remains positive.

Performance and outlook

During the year under consideration, your Company has seen many actions of consolidation and these are discussed hereunder followed by the discussion on results. This allows your Company to focus on the core and growth oriented businesses, namely Precision Tools, Industrial Automation and Real Estate. The Company has a tradition of excellence and total customer delight as its singular aim. During the year, major actions have been taken in various areas and the key points are being summarized hereunder for the better understanding of all its stakeholders.

â¢ Your Company has transferred, by sale, its entire equity shareholding in Forbes Facility Services Private Limited (FFSPL), a wholly owned subsidiary of the Company, to SILA Solutions Private Limited (SILA) and pursuant to Share Purchase Agreement dated May 20, 2022 (SPA). The Company has received the closing date sale consideration of '' 39.60 crores and post-closing sale consideration of '' 2.40 crores are subject to realization of receivables under litigation by FFSPL as per the terms of the SPA. The net consideration after carrying amount of investment and expenses incurred on the sale transaction an amount of '' 32.00 crores is recognised as an exceptional gain.

â¢ Your Company has entered into a Sale Deed dated June 3, 2022 with Equinix India Private Limited for sale of 3.804 acres of land at Chandivali at a total consideration of '' 235 crores. The Company has received entire consideration of '' 235 crores. The difference between the net disposal proceeds and the carrying amount of the land amounting to '' 206.84 crores has been recognized as gain on disposal and reflected in other income in the financial results.

â¢ Your Company and MACSA ID, S.A., have entered into a 50:50 Joint Venture Agreement on December 5, 2022 (JVA) for providing innovative laser marking and traceability solutions for the entire range of materials metal and non-metals. Pursuant to the terms of the JVA, a joint venture company viz., Forbes Macsa Private Limited (JVC) has been incorporated on December 9,

2022. The JV partners have infused equity and preference shares capital to the tune '' 2.5 Crores each in the JVC and the full amount was converted into Equity and Preference Shares at the beginning of the year 2023-24. The JVC and shareholders have executed the technology and trademark license agreement and brand and technology licensing agreement with respect to their respective brands. The operations of JVC started from March 1,

2023.

â¢ Your Company has approved the Scheme of Arrangement (âSchemeâ) between the Company (âFCLâ or the âDemerged Companyâ) and Forbes Precision Tools and Machine Parts Limited (âFPTLâ or the âResulting Companyâ) and their respective shareholders under Section 230 to 232 of the Companies Act, 2013 and other applicable provisions and the Rules framed thereunder. This Scheme is a Scheme of Arrangement involving demerger of Precision Tools business of the Company into Forbes Precision Tools and Machine Parts Limited. The Scheme is subject to necessary approvals by the Stock Exchanges, Securities and Exchange Board of India, Shareholders and Creditors of the Company, as may be applicable, Jurisdictional Bench of National Company Law Tribunal (âNCLTâ) and such other statutory and regulatory approvals as may be required. The relevant documents for obtaining approval under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [SEBI LODR] are submitted to the BSE Ltd.

FPTL has been incorporated on August 30, 2022 as a wholly owned subsidiary of the Company for carryout the Precision Tools business after implementation of the Scheme. Subsequently to all relevant approvals, it will be listed on BSE Limited. ²

â¢ The operations of Forbes Technosys Limited (FTL), a 100% subsidiary, has been substantially rationalised and all the external loans from Banks have been fully repaid which are funded by your Company by way of investment in FTL either as equity or as Inter Company Deposits (ICDs). The earlier loans of FTL were guaranteed by your Company and FTL, given its liquidity position, FTL was unable to meet its obligations and were hence supported by your Company.

Challenges in the supply chain with shortages of raw materials & increased prices and input cost puts pressure on profitability of business. The overall impact was around 2-3% on the margins. We have expanded capacities in Hand Tools, HSS Drills, Tungsten carbide Rotary Burrs, Spring washers portfolio & Introduced Vacuum Heat treatment technology for High-Speed steel, Drag Finish Edge Preparation technology for application in specific Carbide Drills. We have also invested in establishing and upgrading Metallurgical Laboratory to enable new product development at a greater speed.

Our efforts in building brand and promoting products through domestic & international exhibitions helped us to attract new customers and opened gates for new geographies. Engineering Business participated in Regional & International exhibitions Viz. IMTEX Bangalore, IMTS USA, Mach Auto, Hand Tools Expo. Economic Times group recognition for Best Metal cutting Brand, 3^rd year in row helped us to improve our image from standard tools company to High performance tools company.

PTG portfolio had remarkable success in making inroads to Key account & Development of Key Channel Partners for future growth requirement. Our cutting tools portfolio is now well accepted with multiple customers in Aerospace, Defense & Die & Mould, valve Industries and auto component manufacturing sectors.

International market growth is another element of business growth strategy & Forbes continued its business development in focused geographies which include Europe, Gulf Cooperation Council (GCC), Southeast Asia, America & Far East. We have acquired three big accounts which will contributes 50% of revenue of international sales in the near future. We are strengthening our presence in International geographies to specifically achieve higher penetration in South East Asia and GCC countries.

The Company continued to invest in selective new processes and technologies to make product better and efficient in line with Companyâs vision of empowering customer through innovative products. PTG will continue to invest in capacity augmentation to meet increased market demand. Given the objectives, the Company has also undertaken some initiatives to improve the supply chain efficiency and embarked on some projects which will yield long term supply chain efficiencies.

Industrial Automation and Coding Business Group (CBG)

CBG business is still under transformation and growth stage moving from purely marking business to Special Purpose Machine, Automated Traceability Solution & Industry 4.0 Solutions. After carving out Laser technology as separate JV company, the Industrial Business is building scales in Dot Peen technology and Conventional marking elements. Though presently small, these two product lines have grown YoY & are profitable and are growing. The Company is now focusing on growth in the areas of building Special Purpose Machines & engaging in Automation project to expand the business and achieve scale and volume to be able to operate more efficiently. Focus is also on building up sales capacities for this line of business. Geographic coverage by appointment of distributors will help product growth.

The National Company Law Tribunal (NCLT) have approved Composite Scheme of Arrangement for merger of Forbes Campbell Services Limited (âFCSLâ) into FTL and reduction in the share capital of FTL on September 24, 2022. The appointed date of the Scheme was October 1, 2021 and the Scheme has been effective from September 29, 2022.

Consequent to the above rationalisation and relevant developments/actions, your Company now can better focus to handle and address the key areas - namely Engineering business (Precision Tools), Industrial Automation and Real Estate business. The above actions enable your Company to take challenging targets to leverage on the competencies and the capabilities created with the new situation.

Engineering Division

The engineering business including Precision Tool Group and the Industrial Automation group delivered 12% YoY growth. The focus this year was on investing in the future in new product lines and capacities to enable future growth.

Our focus on excellence and Customer Delight helped the Totem Cutting Tools Brand bag the best Metal Cutting Tool Brand Award by Times Group for 3^rd consecutive year.

Improvement across supply chain, including customer deliveries helped us to grow channel sales by 22% YoY by strengthening supply chain initiatives. Engineering business strengthened its capabilities in product development building capacities & improving efficiencies of operation. The key challenges were seen in export market, where we saw a limited growth in markets like European Union and Israel, degrowth in Russia lower and slower offtake from the North Americas.

Our efforts to making workplace safe & green too started paying off and the Engineering Business has been awarded with Safety Award by CII for Good Safety Practices.

Precision Tools Group (PTG)

PTG business grew by 16% YoY even after geopolitical crisis of Russia and Ukraine which impacted our Companyâs business to Russia and a less than anticipated demand from USA. On the other hand, some of our product portfolio (e.g. Taps, Dies, Rotary Burs), inspite of the international challenges have grown 20%. We see this situation continuing into the new financial year, but we also see the opportunity of developing our own unique product portfolio, which will provide us with the growth we aspire.

One more exciting opportunity being explored is to expand the market of medical products which the Company is pursuing and will aggressively take it up after it achieves the US FDA certification of its first product which is presently under certification. We are fairly confident of obtaining the certification in due course, post which we will put in marketing efforts to distribute the said products.

âIf a thingâs worth doing, itâs worth doing well.â To ensure that things are done well, Quality is the only way ahead and for that one has to have focus on high class processes and its sustainability. The focus of your Company in this area is commendable and is demonstrated from the fact that the following initiatives were successfully undertaken during the year:

a. IATF 16949 - Certification for Auto Sector;

b. ISO 9001-2015 for PTG & Industrial Automation and medical devices;

c. AS 9100 - Certification for Aerospace sector in Solid Carbide tools.

d. CDSCO approvals for mechanical & ICU ventilators

e. ISO 13485 /2016 - Certification for medical devices

Project Vicinia, Chandivali

The Company has completed the construction of Phase 1 of the project containing Towers A, B, C, D, & F which has been made available for hand over to the customers. Phase 2 containing Towers E, G & H are expected to be completed in near next few quarters. The Company has sold entire flat inventory except 8 flats in the total project.

Overall completion of the project is delayed consequently, there have been some financial impact on the project cost which were beyond the control of the operational team. Seven dissatisfied customers have filed complaints with the MahaRera and these are being handled in conformance with the provisions of the law. The management is of the opinion that there will be no material impact due to these demands, most of them exaggerated beyond the interpretation of the contracts and are hopeful that these parties will seek an amicable resolution soon to mutual satisfaction of both parties.

Lux Group (including post balance sheet date events):

The year 2022 under review was the second full year after the outbreak of the pandemic. While the situation following COVID19 normalized in more or less all of Lux Group national sales organizations, the outbreak of the war in Ukraine heavily affected the European markets. Further threats were the FX - rate fluctuations, inflation rates, interest rates for commercial financing and changing costs of raw materials & transportation. For 2022, While the global aggregated Net Sales in EUR decreased by -6% (excluding Latin America: only -4%) compared to previous year, the number of main units delivered to Third Parties shrunk by -15%. Lux Group for FY 2022 reported a consolidated net loss amounting to 5.74 mn EUR. The overall situation of Lux Group is quite challenging. Various actions were pursued by the subsidiaries Board, which mainly included adapting the model of moving to a distributor model, in lieu of operating each of these companies as a subsidiary. The local management expected

the business to be more asset light for the companies giving it a better chance of improvement.

On April 11, 2023, Forbes Lux International AG, Lux International AG, and Lux Schweiz AG, all subsidiaries of your Company, submitted a combined request for provisional debt restructuring moratorium with the Insolvency court in summary proceedings at Wallissellen, Switzerland. The said court has granted a provisional moratorium for 4 months and also appointed a Provisional Administrator, as per the rules defined for this purpose. The moratorium cannot exceed a period of 4 months and may be extended by another 4 months in exceptional situations, by which time, the companies have to provide a revival plan within this defined period. We will provide all the stakeholders the updated information on a periodic basis. It is however important to state that the investment in Lux group is all provided for and hence there is no impact on the standalone financials of your company as on date.

Forbes Technosys Limited (FTL)

The year under review has been quite a challenging year for FTL. The company had a limited pipeline of orders entering FY 202223 as the company exited the loss making/ low margin businesses. FTL continued with its endeavor to right size the organization and rationalize costs.

FTL has shown losses of '' 33.85 crores, which include provision for old debts and inventories '' 14.1 crores, Intangible write off '' 5.0 crores, Interest '' 3.8 crores and Depreciation of '' 4.2 crores during the year under review, including cash and non-cash losses. Cash losses were primarily because of the companyâs inability to procure orders or lower service revenue business.

Forbes Bumi Armada Limited (FBAL)

The gross revenue from operations for the financial year ended March 31, 2023 stood at '' 57. 8 crores compared to '' 55.6 crores for the financial year ended March 31, 2022. Total Comprehensive income is at '' 3.05 crores as against '' 2.07 crores in the previous year.

FBAL maintains qualified and experienced manpower which continues to provide quality manning services for Operation and Maintenance of Floating Production Storage Offload âFPSOâ Vessels. It provides the best manning services in the field of FPSO Units. The provided manpower companies have achieved award of International Safety Award for demonstrating a strong commitment to good health and safety management during FY 2022-2023 by British Safety Council. FBAL has completed the year 2022-23 with zero complaint of client. FBAL continues providing Operations and Management manning services to two (2) FPSO and new venture came in the year 2022-23 to render the services of Armada Sterling V. Manpower resources of FBAL are delivering international standard services while maintaining top level Health Safety and Environment track records.

FBAL has duly complied with ISO 9001, 14001 & 45001 and OSHA 18001 to ISO 45001 certifications, which are valid till January 17, 2024 and ISO 27001 (Cyber Security) is valid till July 27, 2023. All

the compliances in terms of renewal of certification, licenses and other imperative regulations are regularly renewed and fully complied by the company without any delay. During the year under review, there has been no change in the nature of business and share capital of the Company.

Forbes Macsa Private Limited

The Company and MACSA ID, S.A., have entered into a 50:50 Joint Venture Agreement on December 5, 2022 (JVA) for providing innovative laser marking and traceability solutions for the entire range of materials metal and non-metals. Pursuant to the terms of the JVA, a joint venture company viz., Forbes Macsa Private Limited has been incorporated on December 9, 2022. The business has incurred a small loss at Total Comprehensive Income level of '' 13.5 lakhs.

Assets of The Svadeshi Mills Company Limited (Svadeshi)

The Assets of Svadeshi continue to be in the hands of the Official Liquidator, High Court, Bombay as on March 31,2023. An application pursuant to the provisions of section 466 of the Companies Act, 1956 has been filed by Grand View Estates Private Limited before the Honâble Bombay High Court to stay the winding up proceedings and bring Svadeshi out of liquidation.

Financial Performance

The Consolidated Financial Statements of the Company and its subsidiaries, its joint ventures and associate companies are prepared in accordance with Indian Accounting Standards (Ind AS) notified under Section 133 ofthe Act read with Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time and other relevant provisions of the Act. The Notes to Consolidated Financial Statements are disclosed and forms part of the Consolidated Financial Statements.

Segment wise performance

The summarized performance of segment revenues and segment results is as under:

'' in Lakhs
Particulars	Segment Revenue
Particulars	FY 22-23	FY 21-22
Health, Hygiene, Safety Products and its services	18,986	22,404
Engineering	22,987	20,631
Real Estate	1,943	2,972
IT Enabled Services and Products	312	1,066
Shipping and Logistics Services	0	4,443
Others	8	29
Total	44,236	51,545
Less: Inter Segment Revenue	(38)	(72)
Total Income from operations (net)	44,198	51,473

Particulars	Segment Results
Particulars	FY 22-23	FY 21-22
Health, Hygiene, Safety Products and its services	4,486	(31,941)
Engineering	2,477	2,969
Real Estate	124	753
IT Enabled Services and Products	(3,011)	(2,179)
Shipping and Logistics Services	0	926
Others	0	(15)
Total segment results	4,076	(29,487)
Add: Share of profit of joint ventures and associates accounted for using equity method	296	1,204
Add: Exceptional items	(816)	(230)
Less: Finance Costs	(1760)	(4,198)
Balance	1796	(32,711)
Add: Unallocable income/(expenses)	20,116	(680)
Profit /(Loss) from continuing activities before tax	21,912	(33,391)
Profit from discontinued operations	69	4,57,306
Profit /(Loss) before tax from continuing and discontinued operation	21,981	4,23,915

Key Financial performance, Operational Information and Ratio Analysis
Key Ratios/ Indicators	Standalone		Explanation for change of 25% or more
Key Ratios/ Indicators	FY 22-23	FY 21-22	Explanation for change of 25% or more
Debtors Turnover (in days)	43	49	This is an improvement mainly on account of increased in sales of Engineering division during year and better receivable management
Interest Coverage Ratio	28	3	The available liquidity permitted us to repay all major outstanding and combined with profitability, the coverage ratio shows substantial improvement.
Operating Profit Margin %	91%	14%	Improvement is mainly on account of increased income in Current Year on account of sale of Chandivali land which is non-recurring.
Return on Net Worth	101%	82%	Improved mainly on account of increased income in Current Year on account of sale of Chandivali land, which is non-recurring

Key Ratios / Indicators	Consolidated		Explanation for change of 25% or more
Key Ratios / Indicators	FY 22-23	FY 21-22	Explanation for change of 25% or more
Debtors Turnover (in days)	68	81	This is an improvement mainly on account of increased in sales of Engineering division during year and better receivable management
Operating Profit Margin %	50%	8%	Improvement is mainly on account of increased income in Current Year on account of sale of Chandivali land which is non-recurring.
Net Profit Margin %	43%	822%	Both years include exceptional items of a high magnitude. Exceptional items mainly includes the adjustment entries passed for Composite Scheme of Arrangement in previous year and include exceptional gains in the current year.
Return on Net Worth	89%	15%	Improved mainly on account of increased income in Current Year on account of sale of Chandivali land, which is non-recurring

Revenue

During the year Company has achieved total standalone revenue (Including other income) of '' 46,174 lakhs (previous year '' 24,875 lakhs), The increased is mainly on account of sale of 3.804 acres of land at Chandivali at a profit of '' 20,684 lakhs and has been recognized as Other income in the financial statements.

During the year Company achieved consolidated revenue (including other income) of '' 71,011 lakhs (previous year '' 54,917 lakhs), Earnings Before Interest, Depreciation, Taxation and Amortization (âEBIDTAâ) (excluding Exceptional item)

Standalone EBIDTA is '' 23,997 lakhs (previous year '' 4,687 lakhs) while Consolidated EBIDTA is '' 24,894 lakhs (previousyear '' 8,388 lakhs), both significant increased mainly on account of sale of 3.804 acres of land at Chandivali at a profit of '' 20,684 lakhs and some items amounting to '' 2905 lakhs has been recognized as income in financial statement and due to lower losses in subsidiaries.

Profit/(Loss) Before Tax (âPBTâ)

Consequent to the above, during the year standalone PBT is '' 24,722 lakhs (previousyear '' 4,12,235 Lakhs)

Consolidated profit of '' 21,912 lakhs (previous year loss '' 33,391) lakhs is mainly on account of sale of 3.804 acres of land at Chandivali at a profit of '' 20,684 lakhs and has been recognized as other income in

financial statement as against impairment of goodwill and investment of '' 337.67 crores in previous FY 2021 -22.

Fixed Assets

During the year standalone Gross Block is '' 14,422 lakhs (previous year '' 14,241 lakhs) on account of investment in plant & machinery for Engineering business.Consolidated Gross Block is '' 17,190 lakhs (previous year '' 16,731 lakhs), the increase is mainly on account of investment in Plant & Machinery.

Total Comprehensive Income / (Loss)

During the year standalone profit after other Comprehensive income of '' 25,167 lakhs (previous year '' 4,13,316 ) out of which '' 20,684 lakhs profit on sale of Chandivali land & '' 2,905 lakhs are on account of exceptional items mainly includes Profit on sale of Investment in FFSPL.

Consolidated Profit after Other Comprehensive Income of '' 15,960 lakhs (previous year '' 429,364 lakhs)

Borrowing

Total standalone borrowing is '' 1,256 lakhs, (previous year '' 10,169 Lakhs) reduced by '' 8,913 lakhs on account of repayment of shortterm borrowings and term loans.

The Companyâs consolidated borrowing is '' 5,128 lakhs (previous year '' 27,132 lakhs), has gone down on account of repayment of short-term borrowing & term loans.

OPPORTUNITIES & RISKS

Market Development

Your Company monitors external market trends and collates consumer insights to develop category and brand strategies.

The Company actively searches for ways to translate the trends in consumer preference and taste into new technologies for incorporation into future products. We develop product ideas both in-house and with selected partners to enable us to respond to rapidly changing consumer trends with speed.

The Company is dedicated to ensuring that its vendors, suppliers, contractors etc work in a healthy and safe environment while delivering on the expected standard.

Given our dependency on Automotive sector, one more aspect of risk is the way the development of this industry will evolve due to the Electric initiatives of the sector. The trends of this industry moving to different fuel options will impact the demand of the consumer and we will have to align ourselves and remain abreast of the happenings to be able to have an important share in contributing to this aspect.

Political and Global Uncertainty

Political uncertainty or volatile economic uncertainty may adversely affect the reduced demand and could restrict revenue growth opportunities.

The Company has broad based diversified businesses catering to various industry segments and diverse markets and hence may not get affected by such uncertainty.

Legal and Regulatory

Systems and Information

Your Companyâs operations are increasingly dependent on IT systems and the management of information.

The cyber-attack threat of unauthorized access and misuse of sensitive information or disruption to operations continues to increase.

Energy Management

The Companyâs factories consume power for the manufacturing and for the purpose of air cooling. The Company identifies it as a critical resource and gives it due attention to optimize its use including using green source like solar power etc. The Company has initiated over the year installation of solar system within its factory. Though this has met only partial demand, attempts have been made to look at the opportunity and enlarge the scope of such coverage.

Internal control systems and their adequacy

The Company has an internal control system, which ensures that all transactions are recorded satisfactorily and reported and that all assets are protected against loss from unauthorized use or otherwise. The internal control systems are supplemented by an internal audit system carried out by a team under the direct supervision of the Head of Internal Audit. The findings of such internal audits are periodically reviewed by the management and suitable actions taken to address the gaps, if any. The Audit Committee of the Board meets at regular intervals and addresses significant issues raised by both the Internal Auditors and the Statutory Auditors. The process of internal control and systems, statutory compliance, information technology, risk analysis and risk management are inter-woven to provide a meaningful support to the management of the business.

M/s Sharp & Tannan Associates, the statutory auditors of the Company has audited the financial statements included in this annual report and has issued a report on our internal financial controls over financial reporting as defined in Section 143 of the Act.

Material Development in Human Resources and Industrial Relations

The fiscal year 2022-23 started with promising business results across all the Product Categories. The focus of Human Resources Function was in the areas of Safety, Health & wellbeing of the employees, Talent Acquisition, Performance Management, Capability

Development for making future ready organization. New joinees have undergone the induction program for their integration with the culture, values systems of the Company. Performance Management System workshop was conducted for aligning functional Key Result Areas and Performance Indicators in line with annual business plan. People Capability Development programs were organized to strengthen employee competence and improve productivity. The Leadership Development Program for the some Leaders & Managers was conducted to strengthen competence in Change Management, Collaborative working, Customer Centricity & Driving Execution. In addition, Value Selling and Customer Centricity training program was also conducted for the sales professionals for the competency development in value selling and Channel Management.

Investment in Subsidiaries/Joint Ventures

The Company has made new equity investments in Subsidiaries/ Joint Ventures in FY 2022-23 as follows:

Name of the Company	'' in Lakhs
Forbes Macsa	'' 0.50 Equity Capital and
Private Limited	Share Application money - Equity - ''124.50
	Share Application money-Preference-
	''125.00
Forbes Precision	'' 5.00 Equity Capital
Tools and Machine
Parts Limited

Subsidiaries/ Associates /Joint Ventures

During FY 2022-23 the following company(s) have become or ceased to be subsidiaries, joint ventures or associates.

Name of Company	Nature of Relationship
Forbes Campbell Services Limited	Ceased to be subsidiary with effect from September 30, 2022 consequent upon amalgamation with Forbes Technosys Limited
Forbes Facility Services Private Limited	Ceased to be subsidiary with effect from June 22, 2022 consequent upon divestment of shareholding in the company.
Lux del Paraguay SA	Ceased to be a subsidiary of Lux International AG with effect from November 30, 2022
Forbes Precision Tools and Machine Parts Limited	Incorporated as a wholly owned subsidiary with effect from August 30, 2022
Forbes Macsa Private Limited	Incorporated as a Joint Venture Company with effect from December 9, 2022

Details of subsidiaries, associate companies and joint venture companies are set out in the statement in Form AOC-1, pursuant to Section 129 of the Act and, is attached, herewith, as Annexure âIâ. Financial Statements of these subsidiaries are available for inspection

at the registered office of the Company and that of the subsidiary company concerned and the same would be also available on the website of the Company, www.forbes.co.in/

Dividend & Transfer to Reserves

Your Company has paid Special interim dividend of '' 65 per fully paid equity share of '' 10 each for the financial year 2022-23. With a view to preserve resources, there shall be no further distribution of dividend for the current year in discussion.

In accordance with SEBI LODR, the Board of Directors of the Company has adopted a Dividend Distribution Policy, which is available on the website of the Company, www.forbes.co.in/ No amount has been transferred to the reserves during the year.

Share Capital

The paid-up Equity Share Capital of the Company as on March 31, 2023 was ''1,289.86 Lakhs. During the year under review, the Company has not issued any shares with differential voting rights or âsweat equity sharesâ and has not granted any stock options. As on March 31,2023 only one Director of the Company holds 1352 equity shares in the Company. None of the other Directors hold shares of the Company.

Finance

The Board is pleased to inform the stakeholders that the Company is now Net Debt Free as on March 31, 2023. The Company continues to focus on judicious management of its working capital. Relentless focus on receivables, inventories, strict cost control and use of alternative borrowing instruments, where possible, and the sale of assets has helped in keeping the borrowings and effective interest cost under control.

Deposits

The Company has not accepted deposits from public falling within the ambit of Section 73 of the Act and The Companies (Acceptance of Deposits) Rules, 2014.

Particular of loans, guarantees and investments

Particular of Loans, Guarantees and Investments covered under provisions of section 186 of the Act are given in the notes to the Financial Statements.

Related Party Transactions

The policy on Related Party Transactions as approved by the Board is uploaded on the Companyâs website.

Vigil Mechanism/Whistle Blower Policy

The Company has Whistle Blower Policy/Vigil Mechanism to deal with instances of fraud and mismanagement, if any. The Policy is also available on the website of the Company.

Remuneration Policy

The Board has on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, senior management personnel and their remuneration. Remuneration Policy of the Company acts as a guideline for determining, inter alia, qualification, positive attributes and independence of a Director, matters relating to the remuneration, appointment, removal and evaluation of the performance of the Director, Key Managerial Personnel and senior managerial personnel. Nomination and Remuneration Policy is annexed as Annexure âIIâ to this report.

Business Responsibility and Substainability Report

The requirements under Regulation 34 (2)(f) and the proviso thereof of the SEBI (Listing Obligations and Disclosure Requirements), 2015 is not applicable to the Company as the Company was not in the list of top 1000 listed entities based on market capitalization as on March 31, 2022 and March 31, 2023.

Internal Complaints Committee

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace as per with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. Internal Compliant Committee (ICC) has been setup to redress complaints received regarding sexual harassment as per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the ICC includes external member. During FY 2022-23, no complaints on sexual harassment were received.

Corporate Governance and Management Discussion and Analysis

report on Corporate Governance forms part of Annual Report. The âManagement Discussion and Analysisâ forms part of this report.

Corporate Social Responsibility (CSR)

The Company is committed to its stakeholders to conduct business in an economically, socially and environmentally sustainable manner that is transparent and ethical.

The Company is committed to inclusive, sustainable development and contributing to building and sustaining economic, social and environmental capital and to pursue CSR projects, as and when required, that are replicable, scalable and sustainable with a significant multiplier impact on sustainable livelihood creation and environmental replenishment.

The total amount to be spent during the financial year 2022-23 was '' 28.05 Lakhs.

The Report on CSR activities, in terms of Section 135 of the Act, is annexed as Annexure III to this report.

Risk Management

The Board of Directors of the Company has formed a Risk Management Committee for identification, evaluation and mitigation of external and internal material risks. The Committee has established a framework for the companyâs risk management process and ensures its implementation. The Committee periodically reviews the risk management processes and practices of the Company and establish and amends procedures to mitigate risks on a continuing basis.

Significant and Material Orders Passed by the Regulators or Courts

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

Directors and Key Managerial Personnel

As per provisions of Section 152(6) of the Act, Mr. Shapoor P. Mistry is due to retire by rotation at the ensuing Annual General Meeting and being eligible, seeks re-appointment. The Board of Directors recommends his re-appointment as Director of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence as prescribed both under the Act and SEBI LODR and there has been no change in the circumstances which may affect their status as Independent Directors during the year.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, Commission and reimbursement of expenses incurred by them for the purpose of attending meetings

of Board/Committee of the Company. One of the Directors holds 1352 Equity shares of the Company and is entitled to all rights and obligations as of other shareholders.

Pursuant to the provisions of section 203 of the Act, Mr. M. C. Tahilyani, Managing Director, Mr. Nirmal Jagawat, Chief Financial Officer and Ms. Rupa Khanna, Company Secretary & Compliance Officer are the Key Managerial Personnel of the Company as on March 31, 2023.

Audit Committee of the Board of Directors

The details pertaining to the composition of the Audit Committee of the Board of Directors are included in the Corporate Governance Report which forms part of this report.

Board Evaluation

Pursuant to the provisions of the Act and SEBI LODR, the Board has carried out an annual performance evaluation of its own performance, the directors individually, as well as the evaluation of the working of its Audit, Nomination and Remuneration, Stakeholdersâ Relationship Committees.

The performance of the Board was evaluated by the Board after seeking feedback from all the Directors based on the parameters/criteria, such as, degree of fulfillment of key responsibility by the Board, Board Structures and Composition, establishment and delineation of responsibilities to the Committees, effectiveness of Board processes, information and functioning, Board culture and dynamics and quality of relationship between the Board and the Management.

The performance of the committees viz. Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility and Stakeholdersâ Relationship Committee was evaluated by the Board after seeking feedback from Committee members based on parameters/ criteria such as degree of fulfillment of key responsibilities, adequacy of committee composition, effectiveness of meetings, committee dynamics and, quality of relationship of the committee with the Board and the Management.

In a separate meeting of Independent Directors, performance of Non-Independent Directors of the Board as a whole and the performance of the Chairman were evaluated.

Meetings of the Board

The Board met at least once in each quarter and 8(eight) meetings of the Board were held during the year and the maximum time gap between two Board meetings did not exceed the time limit prescribed in the Act. The details have been provided in the Corporate Governance Report.

Directorsâ Responsibility Statement

Pursuant to the provisions of Section 134(5) of the Act, the Directors, based on the representations received from the operating management, confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(iv) they have prepared the annual accounts on a going concern basis;

(v) they 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

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Audit Report

As regards, the Consolidated Financial Statements, the Statutory Auditors have given a disclaimer and has expressed their inability to provide an opinion on the state of affairs of the Consolidated financials of the Company. There are two points for which the Statutory auditor

have expressed an opinion of disclaimer. In connection with these points, the response are given hereunder:

With respect to Lux International AG for non-availability of audited accounts -

The reporting of the entity Lux International AG (LIAG) is periodic and based on the information from the subsidiary for consolidation purposes. The information related to the company, LIAG has been provided to the component auditor and the review was conducted, with unsigned draft reports being available, but the final signed audit report, with their stated opinion, has not been issued by the component auditor. The Management certified accounts as shared by the management of LIAG with the component auditors has been included in the consolidated accounts.

While on the subject, it is pertinent to note that before the finalisation of the report, the company, LIAG along with Forbes Lux International AG, and Lux Schweiz AG filed an application for Debt restructuring moratorium with the Competent court in Switzerland, on April 11, 2023 and the procedure was granted by a court order on April 17 2023. Accordingly, an Administrator has been nominated, to whom the Chief Executive Officer of the company has to report, and this procedure leads to a strict and limited release of payments by the Administrator, to protect the legitimate interests of the creditors, including the payment to these auditors. The component auditors have made it clear to the management of LIAG and have expressed their inability to release the signed report unless their settlements happened. The opinion of disclaimer made by the Statutory Auditors is for the formal non-coverage of this entity i.e., LIAG, though all information required to be included in consolidated, has been considered and disclosed, except for the formal signed audited accounts. The situation will get remedied when the component auditors issue their formal report, after the matter is raised with the Administrator and the issue resolved.

It is also important to note that the results for the first 9 months (from Jan 2022 to Sept 2022) were made available by the component auditor as part of the limited review and these have been included in the consolidated accounts, quarter to quarter and now for the full year too. We believe that the risk of error for the full year unaudited accounts is therefore minimal or non-existent.

It is also pertinent to note that the full investment value has been provided in the standalone accounts of the Company in the FY 202122 itself and this has therefore no risk or consequences, except for the reporting of the Consolidated Accounts for the year. On the commercial side the local management is exploring revival plans and Board of your Company shall take a final call on the evaluation in the next few Quarters.

The Auditor views arise from the situation of the business and for non-availability of the formal signed financials and Audit report for LIAG. While we believe that all financial reporting is in order as the certified management accounts of LIAG has been considered, we conclude that the accounts of LIAG are complete and there are no material deviations as at March 31, 2023.

With respect to Forbes Lux International AG on going concern matter:

The component Auditor has issued as adverse opinion on Forbes Lux International AG (FLIAG). This was due to fact that the liabilities exceeded its assets by '' 45,869 lakhs as on December 31, 2022. The component Auditors believe that the available liquidity is not sufficient to cover over indebtedness and future expected losses. Since this impacted the solvency of the company, the Auditors expressed their adverse opinion in this matter and were of the view that the accounts should not be prepared under the going concern assumption. The management of the FLIAG is of the opinion that they are exploring options to improve the liquidity through some manner by which funds could be infused and there by overcome the current crisis. As mentioned for the earlier period qualification too, the Board of your Company shall take a final call based on the proposal brought by the board of FLIAG and the decision on the final evaluation shall be made accordingly. Therefore, it may be appropriate to continue to prepare the accounts on going concern assumption till the matter is decided and concluded in next few quarters.

As regards FLIAG, on the matter of treating FLIAG as going concern, we noted that the business in its subsidiaries still operate, albeit the volume of business needs to be larger. As mentioned earlier, this business decision will be taken in the next few quarters after considering how its key subsidiaries are able to revive their own operation. Till then it would be fair and proper to treat it as going concern.

Auditors and Audit Report Statutory Auditors

Pursuant to the provisions of section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, M/s Sharp & Tannan Associates (ICAI Firm Registration No.109983W) are Statutory Auditors of the Company till the conclusion of 108^th Annual General Meeting of the Company.

Cost Auditors

As per the requirements of Section 148 of the Act read with The Companies (Cost Records and Audit) Rules, 2014, the cost accounts of the Engineering Division and Project Vicinia of the Company are required to be audited by a Cost Accountant. The Board of Directors of the Company have, on the recommendation of the Audit Committee, appointed M/s. Kishore Bhatia & Associates, Cost Accountants, as Cost Auditors for the FY 2023-24 on a remuneration of '' 4 lakhs plus applicable taxes and out of pocket expenses.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014, the Company has appointed Makarand M. Joshi & Co, a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed herewith as Annexure âVâ.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer.

The Secretarial Audit Report of material subsidiaries, Forbes Bumi Armada Limited and Forbes Campbell Finance Limited is also annexed herewith as Annexure âVIâ & VIIâ respectively.

Secretarial Standards

The Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India.

Particular of Employees and Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

(b) Information relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of The Companies (Accounts) Rules, 2014 is annexed herewith as Annexure âVUIâ.

Annual Return

Pursuant to section 92(3) read with section 134(3)(a) of the Act, the Annual Return as on March 31, 2023 is available on the website of the Company viz. www.forbes.co.in/

Insolvency and Bankruptcy Code 2016

During the financial year, neither any application nor any preceding is initiated against the Campany under the Insolvency and Bankruptcy Code 2016.

Settlement with Banker or Financial Institutions

During the financial year no settlements were made by the Company with any Banks or Financial Institutions.

Cautionary Statement

Acknowledgements

The results are not comparable because of the effect of a) sale of 3.804 acres of land at Chandivali at a profit of '' 206.84 Crores and has been recognized as Other income in the financial results. b) Sale of entire equity shareholding in Forbes Facility Services Private Limited (FFSPL), at a gain of '' 32.00 crores is recognised as an exceptional gain. c) the Composite Scheme of Arrangement between Aquaignis Technologies Private Limited, Euro Forbes Financial Services Limited, Eureka Forbes Limited, Forbes & Company Limited and their respective Shareholders and simultaneous demerger of Health, Hygiene, Safety Products and Services Undertaking with effect from February 1, 2022. The Health, Hygiene, Safety Products and Services Undertaking is considered as discontinued business for the period April 1, 2021 to January 31, 2022 for the purpose of this reporting in line with Ind AS requirements.

Your Company has paid Special interim dividend of '' 65 per fully paid equity share of '' 10 each for the financial year 2022-23. With a view to preserve resources, this shall be the final dividend too and there shall be no further distribution of dividend for the current financial year.

Mar 31, 2018

Dear Members,

The Board of Directors (hereinafter referred to as âthe Boardâ) hereby submit the report of the business and operations of the Company (hereinafter referred to as âthe Reportâ) along with the Audited Financial Statements of the Company for the Financial Year (FY) ended March 31, 2018. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

Financial Results and Highlights of Performance

The Companyâs performance, as per Indian Accounting Standards (IND AS), during the Financial Year under review is summarized as follows:

Rs. in Million

Particulars	Standalone		Consolidated
Particulars	FY 17-18	FY 16-17	FY 17-18	FY 16-17
Revenue and Other Income (Total Income) from Continuing Operations	3049.79	2971.78	28577.52	30 750.04
Earnings before Finance Cost, Depreciation, Exceptional Item & Tax	657.56	517.62	1590.80	1580.00
Profit / (Loss) after Finance, Depreciation and before Exceptional Items & Tax	460.70	334.35	(135.25)	129.36
Exceptional Items - Income/(Expense)	-	112.04	-	822.07
Profit before Tax (PBT) from Continuing Operations	460.70	446.39	(135.25)	951.45
Profit after Tax (PAT) from Continuing Operations	409.00	496.58	(416.16)	706.97
Profit after Tax (PAT) from Discontinuing Operations	-	469.53	-	-
Share of Net Profit of joint ventures	-	-	94.07	186.48
Profit/(loss) for the year	409.00	966.11	(322.09)	893.45
Other Comprehensive Income/(Loss)	0.27	(4.37)	271.90	100.18
Total Comprehensive Income	409.27	961.74	(50.19)	993.63
Earnings Per Share - Basic and Diluted (Rs.)	31.71	74.90	(25.30)	70.17

Note: The above figures are extracted from Standalone and Consolidated Financial Statements as per Indian Accounting Standard (âIND ASâ) and are prepared in accordance with the principles stated therein as prescribed by the Ministry of Corporate Affairs under Section 133 of the Companies Act, 2013 (âthe Actâ) read with relevant Rules framed therein.

Significant and Material Orders Passed By the Regulators or Courts

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

Directors and Key Managerial Personnel

Audit Committee of the Board of Directors

The details pertaining to the composition of the Audit Committee of the Board of Directors are included in the Corporate Governance Report which forms part of this report.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Obligations and Disclosure Requirements) Regulation, 2015 (SEBI LODR), the Board has carried out an annual performance evaluation of its own performance, the directors individually, as well as, the evaluation of the working of its Audit, Nomination and Remuneration, Stakeholdersâ Relationship Committees.

The performance of the Board was evaluated by the Board after seeking feedback from all the Directors on the basis of the parameters/ criteria, such as, degree of fulfillment of key responsibility by the Board, Board Structures and Composition, establishment and delineation of responsibilities to the Committees, effectiveness of Board processes, information and functioning, Board culture and dynamics and, Quality of relationship between the Board and the Management.

The performance ofthe committees viz. Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility and Stakeholders Relationship Committee was evaluated by the Board after seeking feedback from Committee members on the basis of parameters/criteria such as degree of fulfillment of key responsibilities, adequacy of committee composition, effectiveness of meetings, committee dynamics and, quality of relationship of the committee with the Board and the Management.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of self- assessment questionnaire and feedback/inputs from other Directors (without the concerned director being present).

In a separate meeting of Independent Directors, performance of Non-Independent Directors of the Board as a whole and the performance of the Chairman were evaluated.

Remuneration Policy

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, senior management personnel and their remuneration. Remuneration Policy of the Company acts as a guideline for determining, inter alia, qualification, positive attributes and independence of a Director, matters relating to the remuneration, appointment, removal and evaluation of the performance of the Director, Key Managerial Personnel and senior managerial personnel. Nomination and Remuneration Policy is annexed as Annexure âVâ to this report.

Meetings of the Board

The Board met at least once in each quarter and 6 meetings of the Board were held during the year and the maximum time gap between two Board meetings did not exceed the time limit prescribed in the Act. The details have been provided in the Corporate Governance Report.

Directorsâ Responsibility Statement

Pursuant to the provisions of Section 134(5) of the Act, the Directors, based on the representations received from the operating management, confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(iv) they have prepared the annual accounts on a going concern basis;

(v) they 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

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Auditors and Audit Report Statutory Auditors

Pursuant to the provisions of section 139 of the Act, read with the Companies (Audit and Auditors) Rules, 2014, Price Waterhouse Chartered Accountants LLP (PWC)(ICAI Firm Registration No.012754N/N500016) were appointed as the Statutory Auditors of the Company for a term of 5 years till the conclusion of 103rd Annual General Meeting of the Company.

Cost Auditors

As per the requirements of Section 148 of the Act read with The Companies (Cost Records and Audit) Rules, 2014, the cost accounts of the Engineering Division and Project Vicinia of the Company are required to be audited by a CostAccountant. The Board of Directors of the Company have, on the recommendation of the Audit Committee, appointed Kishore Bhatia & Associates, Cost Accountants, as Cost Auditors for the FY 2018-19 on a remuneration of Rs.0.44 million plus out of pocket expenses. As required under the Companies Act, 2013, necessary resolution seeking membersâ ratification for the remuneration to the Cost Auditor is included in the Notice convening the Ninety Ninth Annual General Meeting of the Company.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Makarand M. Joshi & Co, a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company. The Report of the Secretarial

Auditor is annexed herewith as Annexure âVIIâ. There was a delay in processing of one of the transmission request where the legal heirs had requested for waiver of specified documents and the amount involved was substantial. The delay was due to time taken by Registrar & Transfer Agents to reasonably satisfy itself about genuineness before processing transmission.

Human Resources Development and Industrial Relations

The major focus for Human Resources (HR) partnered closely with Engineering business for several important initiatives and imperatives.

Talent infusion and augmentation in the respective Business is a major focus area and was managed effectively in a highly competitive talent acquisition scenario. Performance and potential assessment with focus on career and succession planning continue and middle level leadership transitions were achieved successfully.

Continuing movement towards automation & digitisation, eg. HR processes like, the Performance Management System (PMS) and Leave Management System (LMS) were completely automated. The migration to SAP Payroll has also commenced.

The employee relations continued to be cordial and productive with several significant changes boosting capacity utilisation, efficiency and productivity in the plants

Particulars of Employees and Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

(b) Information relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of The Companies (Accounts) Rules, 2014 is annexed herewith as Annexure âVIIIâ.

Extract of Annual Return

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure âIXâ and forms part of this Report.

Business Responsibility Report

A separate section on Business Responsibility Report forms part of this Annual Report as required under Regulation 34(2)(f) of SEBI LODR.

Cautionary Statement

Acknowledgements

Your Directors acknowledge and thank all stakeholders of the Company viz. Government, customers, members, employees, dealers, vendors, banks and other business partners for their valuable sustained support and encouragement. Your Directors look forward to positive support and encouragement from all stakeholders in the years ahead.

For and on behalf of the Board

Shapoor P. Mistry

Chairman

Mumbai, May 28, 2018

Mar 31, 2017

Dear Members,

The Board of Directors hereby submit the report of the business and operations of the Company along with the Audited Financial Statements of the Company for the Financial Year (FY) ended March 31, 2017. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

Financial Results and Highlights of Performance

The Company''s performance, as per Indian Accounting Standards (IND AS), during the Financial Year under review is summarized as follows:

Rs. in Millions

Particulars	Standalone		Consolidated
Particulars	FY 16-17	FY 15-16	FY 16-17	FY 15-16
Revenue and Other Income (Total Income) from Continuing Operations	2971.78	2090.56	30768.06	32929.19
Earnings before Finance Cost, Depreciation, Exceptional Item & Tax	517.62	190.31	1580.62	1932.35
Profit / (Loss) after Finance, Depreciation and before Exceptional Items & Tax	334.35	(50.27)	129.37	114.84
Exceptional Items - Income/(Expense)	112.04	155.28	822.07	(209.03)
Profit before Tax (PBT) from Continuing Operations	446.39	105.01	951.44	(94.19)
Profit after Tax (PAT) from Continuing Operations	496.58	105.01	712.22	(492.65)
Profit before Tax (PBT) from Discontinuing Operations	482.58	(73.47)	-	-
Profit after Tax (PAT) from Discontinuing Operations	469.53	(73.47)	-	-
Share of Net Profit of joint ventures	-	-	186.48	12.77
Profit/(loss) for the year	966.11	31.54	898.70	(479.88)
Other Comprehensive Income/(Loss)	(4.37)	3.75	100.08	26.01
Total Comprehensive Income	961.74	35.29	998.78	(453.88)
Earnings Per Share - Basic and Diluted (Rs.)	74.90	2.44	70.58	(37.69)

Note: The above figures are extracted from Standalone and Consolidated Financial Statements as per IND AS. For the purpose of transitioning to IND AS, the Company has followed guidance prescribed in IND AS 101, First Time Adoption of Indian Accounting Standards, with effect from April 1, 2015, as the transition date.

Management Discussion & Analysis of Financial Conditions, Results of Operations and State of Company Affairs Outlook

The Indian economy ended the fiscal year 2016-17 with a moderate growth. The current financial year was a rather eventful year. Against the backdrop of robust macro-economic stability, the year was marked by two major domestic policy developments, the passage of the Constitutional Amendment, paving the way for implementing the transformational Goods and Services Tax (GST), and the action to demonetize the two highest denomination currency notes.

The GST will create a common Indian market, improve tax compliance and governance, and boost investment and growth; it is also a bold new experiment in the governance of India''s cooperative federalism. Demonetization has had short-term costs but holds the potential for long term benefits. Prompt actions allow growth to return to trend in 2017-18, following a temporary blip in activity in second half of FY 2016-17. This in the long run is expected to result in significant benefits in the form of transition towards a cashless economy, expansion of digital financial systems and extension of the tax net.

Looking further ahead, societal shift in ideas and narratives will be needed to overcome three long-standing meta-challenges: inefficient redistribution, ambivalence about the private sector and property rights, and improving but still-challenged state capacity. In the aftermath of demonetization, and at a time of gathering gloom about globalization, articulating and embracing those ideational shifts will be critical to ensuring that India''s sweet spot is enduring not evanescent.

Coming back to Indian economy, this was a year of moderate growth with a decline in the industrial sector growth, even as the agrarian and rural sector benefited from a good monsoon after two successive failed monsoons. Industrial activity picked up pace in January''2017 with industrial production registering growth on account of improvement in the manufacturing and capital goods sector output.

The FY 2017-18 is expected to be a good year for the Indian economy. The benefits of the important reforms to be implemented during FY 2017-18 will be seen during the year. The Union Budget for FY 2017-18 provides for development in infrastructure, housing, rural sector and a boost to the overall investment climate. The performance of the global economy is also expected to improve with the International Monitory Fund forecasting a rise in global GDP growth from 3.1 % in 2016 to 3.4% in 2017 and 3.6% in 2018.

Business Review Precision Tools Group (PTG)

Flagship brand of Precision Tools Group is Totem which is being re-positioned as a High Quality Performance Tool Manufacturer to compete against multi-nationals in India and overseas markets. High Performance Tool revenue streams have shown decent growth. We have done relevant significant investment in strengthening, Innovation, Design & Development and Quality assurance function by high end software and latest equipment.

Inspite of challenging market scenarios in automotive sector which is a major market segment for PTG and de-monetization, PTG managed a profitable top-line growth of 6%.

PTG continued efforts to introduce new products to the market in Carbide Raw Material, Expansion of High Performance Taps product portfolio, introduction of Solid Carbide Long Series Drills and expansion of HSS drill range.

New dealers introduction, a strong initiative taken in FY 2016-17, has been made across the country and continues to be an ongoing process to expand reach and growth in the business. This is an investment in the channel and will yield good results in the current year. Efforts to improve revenue share from export market has shown Year on Year (YoY) growth of 23%. Middle East, South East Asia, Europe and Latin America have been focus markets.

Introduction of New Technologies in the field of Heat Treatment, Geometric measurements and Edge preparation in manufacturing has led to product quality enhancement to compete against best in class.

Substantial investments were made in Waluj Facility and we hope to continue the investment trend in this business in the current financial year, thereby ensuring that we consolidate our operations and hope to achieve better synergies and efficiencies in all the activities in Waluj in the time to come.

Innovation, Speed of Change, Product Development along with People Skill Enhancement, Training & Development are the main focus for business requirement which has been implemented on an on-going basis.

Coding Business Group (CBG)

Though low in volume presently, CBG has shown 46% YoY growth with significant growth in profit margins. FY 2016-17 was the year of consolidation for automation business.

CBG introduced integrated marking solutions with software, coding & decoding, scanning/ Vision systems. During this year, we were able to provide automation system as an Import substitute to one of the leading two-wheeler manufacturer and achieved success by exporting a fully integrated system to Egypt, which was also a first for us.

CBG started assembly of laser optics in Waluj Factory with its own system controls. Industry 4.0 solution was implemented for automotive industry which is going to be one of the future revenue stream.

CBG has executed Automation projects and going forward will be a major revenue source. CBG has built capabilities in industry 3.0 and 4.0 solutions. Currently Coding business has capabilities of marking and traceability, material handling, RFID, Lasers for Metal & Non-metal and Integrated solutions.

The division continued with its ''Adapt, Change, Excel (ACE) program- to be nimble and swift in business execution from product selling company to solution provider. Employee engagement program for nurturing talent and succession planning is also being put in place.

Project Vicinia, Chandivali

As per the terms of out-of-court settlement of the dispute set out in consent terms filed with Hon''ble Bombay High Court relating to development of plot of land at Chandivali, the Company and Videocon Realty and Infrastructure Limited (Videocon), each, are entitled to 50% of the saleable area of Project. Videocon has been allocated 50% of the rights in the permissible Floor Space Index (FSI) of the specified land to be developed by Company, as two independent projects of Company and Videocon concurrently with a specific flatwise allocation of built up area of apartments. The Company has received bookings for 102 flats for its share. The Project is expected to be fully executed and sold by June'' 2021.

Investment in Subsidiaries/Joint Ventures

During FY 2016-17, Lux Professional GmbH, Lux Osterreich Professional GmbH, Lux Aqua Paraguay SA, Lux Aqua Czech s.r.o, Lux Waterline GmbH and Brightclean (Spain) S.L were incorporated / have become wholly owned subsidiaries of Lux Professional International GmbH.

Subsidiaries/ Associates /Joint Ventures

During FY 2016-17 the following companies have become or ceased to be subsidiaries, joint ventures or associates.

Name of Company	Nature of Relationship
Lux Waterline GmbH	A wholly owned subsidiary of Lux Professional International GmbH (a step down subsidiary of Eureka Forbes Limited) with effect from April 29, 2016
Lux Aqua Czech s.r.o	Incorporated as a wholly owned subsidiary of Lux Professional International GmbH (a step down subsidiary of Eureka Forbes Limited) with effect from May 6, 2016
Brightyclean (Spain) S.L	A wholly owned subsidiary of Lux Professional International GmbH (a step down subsidiary of Eureka Forbes Limited) with effect from August 10, 2016
Forbes Container Line Pte Ltd., Singapore	Under Creditors Winding up since May'' 2016.
Forbes Bumi Armada Offshore Limited	Ceased to be a subsidiary company with effect from October 12, 2016
Lux Aqua Paraguay SA	A wholly owned subsidiary of Lux Professional International GmbH (a step down subsidiary of Eureka Forbes Limited) with effect from December 1, 2016
Lux Osterreich Professional GmbH	A wholly owned subsidiary of Lux Professional International GmbH (a step down subsidiary of Eureka Forbes Limited) with effect from December 15, 2016

Lux Professional GmbH	Incorporated as a wholly owned subsidiary of Lux Professional International GmbH (a step down subsidiary of Eureka Forbes Limited) with effect from December 22, 2016
Forbes Edumetry Limited	Under Voluntary Winding up

Eureka Forbes Limited & its Subsidiaries (Collectively ''EFL Group'')

âI can''t change the direction of the wind, but I can adjust my sails to always reach my destinationâ, said Jimmy Dean and this is characteristic of EFL Group.

A year that held ''change'' as the mantra for the corporate and the nation at large, a year which experienced digitization of businesses and a way to connect with consumers driven by none other than the Government of India, ''demonetization'' was the word that swayed the fortunes of corporations and the sentiments of the consuming class. While the year saw the changing political landscape in India, the approach to development, the new growth opportunities thanks to SMART Cities, Digital India and our role as a nation in the emerging world order led to our turn to transform.

EFL has its presence across the country in various products/segments such as water purifiers, vacuum cleaners, air purifiers and home security solutions with the brands such as Aquaguard, AquaSure, EuroClean, Aeroguard and EuroVigil. EFL has its presence in European, ASEAN and UAE countries under the brand Lux.

The complexion of the business within EFL is changing and moving towards the retail sale and digital through the web from a direct selling business. This evolution from Direct Sales to Retail Sale and Sale on a digital platform over the last few years has been brought with successfully and by retaining or even improving our own addressable market share. In the last three-four years competition in the water purifier space has increased and a number of players of international repute have entered the market. EFL has taken an aggressive target of regaining and retaining the market share of electric water purifiers. This entails a significant investment in the market in the form of advertisement and sales promotion which resulted in regaining a 12% market share in the financial year 2015-16 taking EFL market share to 67% and retaining the same in the financial year 2016-17.

During the year, EFL had set key priorities in terms of (a) Project Everest: Leading the water purification market to dominate with 67% share, (b) Enhance focus on Air, Cleaning & Security to build a 2nd category, (c) Build digital capability for a greater connect with employees and customers, (d) Measure & Build Customer loyalty and leverage the brand value of EFL and brands and (e) Diversity of people and businesses to build a future proof EFL. And in each one of them, as a team dedicated to building a ''tandarust'' - healthy organization, EFL rose to the occasion.

While the demonetization, though a highly well-intentioned move for the medium to long run, created an impact in the market with the last 4 month off take reducing by 20-30% vis-a-vis the corresponding year for EFL as well as competing brands, however, EFL was able to retain the 67% (value) share of the domestic electric water purification market in-spite of the drop in sales. The year also witnessed the business composition change where the Retail Channel (Consumer Division) and Partner Channels (Franchise Direct Operators & Franchise Business Partners in Direct Sales) grew while the one time core business of Customer Response Centre (CRC business of Direct Sales) de-grew marginally vis-a-vis last year, this was mainly due to unbudgeted increase in wage bill.

On the second priority, the first ''Made in India for the world'' Air Purifier Aero guard 4S was launched. The category grew to over 42% of the domestic market and EFL plans focusing on this growing segment in the years ahead. In cleaning the indomitable 79% share of the market remained untouched with a refreshed product portfolio.

The focus on digitization resulted in fruits with over 350,000 validated leads and Rs.1000 Millions turnover from digital platform resulted in a quantum growth over previous year. Unlike the e-com wave of discounts EFL held the price and strategic partnership with ''Google'' helped EFL dominate in the space with over 70% Share of Voice in the categories EFL has been present in. Additionally mobility both in Sales & Service began to show early benefits.

The Employee diversity ratio moved from 7% to 12% with Direct Sales leading the way with 16% Lady Eurochamps. EFL was also able to improve the retention in performers by 10% over the previous year.

One of the significant achievements by the EFL team was the improvement in the NPS (Net Promoter Score) - measured across 5 touch points in the relationship of a customer with EFL. Across all the five touch points the team registered more than 25% improvement over the previous financial year with post sales service team topping the charts in both mandatory service as well as complaint management.

Consolidation of manufacturing facilities has improved productivity at factories.

The social initiative of Eureka Forbes, Jal Daan resulted in an unprecedented 32,00,000 pledges and massive interactions on the Social Media thereby over 22 plants benefiting over 20,00,000 individuals who otherwise lacked access to safe drinking water. The result, one amongst, 6 Honourees'' in the World and the 1st Indian, Mr. Suresh L. Goklaney of Eureka Forbes was honoured with the ''Rotary Responsible Business Award 2016'' by Rotary International on Rotary Day at the United Nations (UN), November 12, 2016.

The institutional business, Forbes Pro, to transition from products to services with integration of sales and service. Key Account Management System and a digital push would enable growth in this business.

On the international front, opening of business to business segment, new channels i.e. Retail, e-tail and party plans together with opening of 10 new markets, re-organization of operations, cost-optimization drive, elimination of non value adding services, focus on core business and a new category of mattresses had been the thrust during year gone by.

A positive growth of 4% over the previous year and retaining the profitability therefore in a tormentors year was a respectable performance by EFL. EFL plans to introduce newer technologies that would give an edge for EFL in the market place to improve the business.

Forbes Technosys Limited (FTL)

During the year under review FTL continued its growth across multiple sectors and dimensions, albeit with pressures on revenue growth.

The FY 2016-17 was a year of consolidation for FTL across its business verticals and product range in a challenging business environment. The FY 2015-16 and the current Financial Year proved to be a difficult one for the ATM, Cash deposit and Recycler, Sorter and Coin Vending business segment as Banks had put on hold procurement plans due to the withdrawal of subsidies by RBI in the first half of FY 2016-17. The subsidy which was introduced in the previous year incentivized and partially reimbursed banks for purchasing and deploying these machines. This withdrawal negatively impacted the sale volumes of these products and thereby profitability of the company.

The second half of FY 2016-17 was impacted by the Demonetization drive of the Government. FTLâs major customer being Banks, this impacted the sale of all banking equipment and given the predominance of banking in FTLâs business portfolio, this caused a sharp impact on sales during the second half of the year as FTLâs key customers were focused on addressing the public needs arising out of Demonetization. Demonetization, a well-intentioned move for the medium to long run as the Government is trying to move directly to pure digital channels by reducing cash, though cash usage cannot be fully eliminated, this itself has created different set of opportunities which are being evaluated. Consequently, as cash is gradually returning into the ecosystem, there is also a realization that intermediate cash deposit mechanisms will continue to play an important part in the near future along with other opportunities being identified. In the long term, FTL''s business is well poised to capitalize on this opportunity.

Sales of Forbes Xpress offerings were also adversely affected due to non/limited availability of cash during the months from November'' 2016 to March'' 2017. The entry of a major telecom player, who offered free services from October'' 2016 to March'' 2017, impacted other Telecom players whose prepaid pack business was impacted and therefore FTL''s business was impacted with them.

All the above factors not only impacted FTL''s performance but also of its competitors in the same industry, in addition to causing a sudden reduction in overall demand.

Therefore, FTL had to shift focus on generating margins from Services, as other revenue streams were impacted. Services showed over 100% increase in revenues over the previous year and helped improve profitability.

FTL also had an impressive foray into the Insurance sector, with the introduction of self-service solutions for the same. New services via Forbes Xpress are also being planned for insurance and micro-loans.

FTL''s âBill Payments businessâ case study has been ranked amongst the top 10 cases in the âISB-Ivey Global Case Competition 2016â (http://www.isb.edu/isb-ivey-global-case-competition-2016). This case study was related to the transformation of FTL''s Bill Payments business from a Capex/Opex intensive business model to a highly scalable Low Capex/Low Opex model. This case study competition is conducted jointly by Indian School of Business (ISB) and Ivey Business School, Western University, Ontario, Canada. The competition''s objective is to identify and publish the best India-centric business cases from around the world. The response to this year''s ISB-Ivey Global Case Competition was overwhelming with intents to participate coming in from across the globe. Besides most major business schools in India, participants from institutions in Malaysia, Botswana, the United Arab Emirates, Canada, the Netherlands, and the United States also evinced interest in the competition.

FTL was awarded the Solution of the year 2016 by Posiflex, a global leader in POS solutions, for Airport Retailing Solution which comprised of E-POS Solution at Duty Free Shops of 15 International Airports in India.

FTL continues to make investments in new services such as Domestic Money Transfer, infrastructure creation, expansion of office and service network, new product development and exports. These investments will help us in addressing emerging opportunities in domestic and international markets in the near future.

The year saw continued growth of the Domestic Money Transfer Business of Forbes Xpress, which operates through a network of franchisees who also provide other services like Recharge, Bill Payments and Ticketing.

Future plans and strategy includes the creation of new products and solutions for long term profitable growth such as:

-Account opening/eKYC kiosks: For Banking, Telecom and Insurance segments;

-7/12 ATM: Installed at collectorate offices, this kiosk provides information pertaining to land ownership records to citizens for a nominal fee. This enables transparent and instant access to land record information to all citizens. This kiosk is the first of its kind in the world;

-SIM & Card Dispensing kiosks;

-Internet of Things: Remote Management Solutions for non-kiosk devices and equipment; and

-Integration with Bharat Bill Payment System, being piloted by National Payments Corporation of India.

In the long term FTL will benefit from Government programs such as digitalization of payment systems, Digital India and Make in India, Smart Cities etc. which are expected to create demand for industry and for the company''s specialized products and services.

FTL also undertakes periodic review of the existing business models in the context of current business/market/regulatory/technology environments and make necessary course corrections to adapt to the changing environment as required.

Shapoorji Pallonji Forbes Shipping Limited (SPFSL, formerly SCI Forbes Limited)

With a fleet of four ships and a total capacity of 52000 DWT, SPFSL is one of the largest chemical tanker owners in India. SPFSL is committed to the safe and efficient transport of chemical cargoes for all its customers and partners. All the four vessels maintain qualification of atleast five Oil Majors including Shell, Exxon, Chevron, BP and Total for carrying their products. The ship operations are handled through a pool.

Earnings in FY 2016-17 were affected adversely due to increase in supply of ships and increase in fuel prices. A total of 190 new build ships joined the chemical tanker fleet in the year 2016. The increase in fuel oil prices resulted in reduction in the net voyage earnings.

The average earnings per day per ship were down to USD 9,992 as compared to USD 10,493 per day per ship during previous year. The average down time for the year has been 1.75 days per ship.

Seaborne chemicals trade grew by about 4% YoY in 2016 but the freight rates remained subdued due to increase in supply. As per an estimate, about 190 new building ships joined the chemical tanker fleet in 2016.

The effect of Brexit was clearly visible by slowdown in Europe. After a lacklustre 2016, the global economic activity is set to pick up from mid 2018. Advanced economies are projected to make small steps while growth in emerging market and developing economies continue to drive the global growth projections.

The widely-expected continuation of the low energy price environment in the short-term is expected to support healthy expansion in seaborne chemical trade, although subdued economic growth in some regions could hold back the pace of demand growth. Nevertheless, growth in chemicals tonne-mile trade is expected to outpace expansion in supply this year, partly driven by firm growth in long-haul US-Far East trade, particularly in methanol. Middle Eastern petrochemical capacity is also expected to increase, which should support exports from the region in coming years. However, growing Middle Eastern demand may limit the extent of this expansion to some extent. Meanwhile, rising chemical demand in Asia is expected to be a key driver of global demand growth going forward

Forbes Bumi Armada Limited (FBAL)

FBAL has successfully established their manning services in India. FBAL is currently providing specialized manning services to FPSO''s located in Mumbai High.

Restructuring of Portfolio

In sync with the long term strategy of the Company to exit those businesses which were not a strategic fit with the long term vision of Company and in a manner that optimizes value, the Company has during the FY 2016-17, exited its Container Freight Stations and Logistics businesses and received a consideration ofRs. 963 millions.

The Company also sold its entire shareholding (50.001%) in Forbes Bumi Armada Offshore Limited, a joint venture with Bumi Armada Berhad to Shapoorji Pallonji Oil and Gas Private Limited at a consideration of Rs. 125 millions.

Assets of The Svadeshi Mills Company Limited (Svadeshi)

The Assets of Svadeshi continue to be in the hands of the Official Liquidator, High Court, Bombay. The Company had filed a Review Petition against the dismissal of Special Leave Petition before the Hon''ble Supreme Court (SC) which has been dismissed. The Company is exploring options available.

Dividend & Transfer to Reserves

Your Directors are pleased to recommend for the approval of the Members a dividend of Rs. 2.50 per equity shares (previous year: Nil). The dividend, if approved by the Members would involve a cash outflow of Rs. 38.8 millions including dividend tax. In accordance with SEBI (Listing Obligations and Disclosure Regulations), 2015, the Board of Directors of the Company has adopted a Dividend Distribution Policy, which is annexed as Annexure âIIâ. The policy is also available on the website of the Company, www.forbes.co.in

The Company proposes to retain the entire balance amount of Rs. 417.3 millions (Previous Year Rs. (544.5) millions) in the Profit & Loss Account.

Share Capital

The paid up Equity Share Capital of the Company as on March 31, 2017 was Rs.128.99 millions. During the year under review, the Company has not issued any shares with differential voting rights or ''sweat equity shares'' and has not granted any stock options. As on March 31, 2017 none of the Directors of the Company hold shares or convertible instruments of the Company.

Finance

The Company continues to focus on judicious management of its working capital. Relentless focus on receivables, inventories, strict cost control and, use of alternative borrowing instruments has helped in keeping the borrowings and effective interest cost under control.

-Redeemable Non-convertible Debentures

The Non- Convertible Redeemable Debentures (NCDs) aggregating to Rs.1000 millions were outstanding during the year ended March 31, 2017.

-Deposits

The Company has not accepted deposits from public falling within the ambit of Section 73 of the Act and The Companies (Acceptance of Deposits) Rules, 2014. Unclaimed matured deposits were transferred to Investor Education and Protection Fund as per the provisions of the Companies Act, 1956 / 2013.

Particulars of loans, guarantees and investments

Particulars of Loans, Guarantees and Investments covered under provisions of section 186 of the Act are given in the notes to the Financial Statements.

Related Party Transactions

All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of business. There were no material related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

Form AOC-2 is annexed as Annexure ''III'' to this report, pursuant to Section 188 of the Act. The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website.

Vigil Mechanism/Whistle Blower Policy

The Company has Whistle Blower Policy/Vigil Mechanism to deal with instances of fraud and mismanagement, if any. The Policy is also available on the website of the Company.

Internal Controls and Systems

Deloitte Haskins & Sells LLP, the statutory auditors of the Company has audited the financial statements included in this annual report and has issued a report on our internal financial controls over financial reporting as defined in Section 143 of the Act.

Statutory Compliances

The Company ensures compliance of applicable laws. The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules there under for prevention and redressal of complaints of sexual harassment at workplace. During FY 2016-17, no complaints on sexual harassment were received.

Corporate Governance and Management Discussion and Analysis

The guiding principle of the Code of Corporate Governance is ''harmony'' i.e. balancing the need for transparency with the need to protect the interest of the Company and balancing the need for empowerment at all levels with the need for accountability. A detailed report on Corporate Governance forms part of Annual Report. The ''Management Discussion and Analysis'' forms part of this report.

Corporate Social Responsibility (CSR)

The Company is committed to its stakeholders to conduct business in an economically, socially and environmentally sustainable manner that is transparent and ethical.

The provisions of the Act relating to Corporate Social Responsibility were not applicable to the Company for the FY 2016-17. The Board of Directors of the Company has, however, voluntarily constituted a Corporate Social Responsibility Committee in compliance with Section 135 of the Act.

Risk Management

Risk management process includes identification of risk, its underlying dynamics, mitigation mechanism, prioritization of risk, measurement of key indicators and establishing a monitoring system. A Company-wide awareness of risk management policies and practices are being inculcated to minimize the adverse effect of risks on the operating results and the subject of management of risks is being approached in a planned and coordinated manner. Elucidation of role clarity, understanding of level of authority and reporting system is expected to help this process significantly. It is realized that this is a continuous process, requiring continued updating, based on changing business conditions and that risk management and performance improvement will go hand in hand.

Significant and Material Orders Passed By the Regulators or Courts

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

Directors and Key Managerial Personnel

Mr. Ashok Barat ceased to be director and Managing Director of the Company with effect from April 27, 2016. Ms. Ameeta Chatteijee, Mr. T. R. Doongaji, and Mr. Kannan Dasaratharaman, Independent Directors of the Company resigned due to other personal and professional commitments with effect from April 1, 2016, May 4, 2016 and May 6, 2016 respectively. Ms. Sunetra Ganesan resigned as Chief Financial Officer of the Company with effect from April 30, 2016.

The Board of Directors place on record their sincere appreciation for the valuable services rendered by Ms. Ameeta Chatterjee, Mr. T. R. Doongaji, Mr. Kannan Dasaratharaman and Mr. Ashok Barat to the Board and to the Company and Ms. Sunetra Ganesan as Chief Financial Officer of the Company.

Ms. Aslesha Gowariker was appointed as an Additional Director of the Company w.e.f. June 30, 2016. She was appointed as an Independent Director of the Company for a term of 5 (five) consecutive years with effect from June 30, 2016 by the shareholders of the Company at the AGM held on August 24, 2016.

Mr. Mahesh Tahilyani was appointed as Managing Director of the Company with effect from April 28, 2016. Mr. Nirmal Jagawat was appointed Chief Financial Officer of the Company with effect from September 30, 2016.

Audit Committee of the Board of Directors

The details pertaining to the composition of the Audit Committee of the Board of Directors are included in the Corporate Governance Report which forms part of this report.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR), 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually, as well as, the evaluation of the working of its Audit, Nomination and Remuneration, Stakeholders'' Relationship Committees.

The performance of the Board was evaluated by the Board after seeking feedback from all the Directors on the basis of the parameters/criteria, such as, degree of fulfillment of key responsibility by the Board, Board Structures and Composition, establishment and delineation of responsibilities to the Committees, effectiveness of Board processes, information and functioning, Board culture and dynamics and, Quality of relationship between the Board and the Management.

The performance of the committees viz. Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee was evaluated by the Board after seeking feedback from Committee members on the basis of parameters/criteria such as degree of fulfillment of key responsibilities, adequacy of committee composition, effectiveness of meetings, committee dynamics and, quality of relationship of the committee with the Board and the Management.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of self assessment questionnaire and feedback/inputs from other Directors (without the concerned director being present).

In a separate meeting of Independent Directors, performance of Non-Independent Directors of the Board as a whole and the performance of the Chairman were evaluated.

Remuneration Policy

Disclosure as required under Section 197 (12) of Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure ''V'' to this Report.

Meetings of the Board

The Board met at least once in each quarter and 10 meetings of the Board were held during the year and the maximum time gap between two Board meetings did not exceed the time limit prescribed in the Act. The details have been provided in the Corporate Governance Report.

Directors'' Responsibility Statement

Pursuant to the provisions of Section 134(5) of the Act, the Directors, based on the representations received from the operating management, confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(iv) they have prepared the annual accounts on a going concern basis;

(v) they 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

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Auditors and Audit Report

Statutory Auditors

The existing statutory auditors, Deloitte Haskins & Sells LLP (DHS) will retire upon the conclusion of the forthcoming Annual General Meeting of the Company, in compliance with the provisions relating to mandatory rotation of Auditors under the Companies Act, 2013.

The Audit Report of the retiring auditors, Deloitte Haskins & Sells LLP forms part of the Annual Report. The Auditors have referred to certain matters in their report on Consolidated Financial Statements to the shareholders, which read with relevant note Nos. 57,53 and 40(C)(c) in the notes forming part of the accounts, is self - explanatory.

Cost Auditors

As per the requirements of Section 148 of the Act read with The Companies (Cost Records and Audit) Rules, 2014, the cost accounts of the Engineering Division and Project Vicinia of the Company are required to be audited by a Cost Accountant. The Board of Directors of the Company have, on the recommendation of the Audit Committee, appointed Kishore Bhatia & Associates, Cost Accountants, as Cost Auditors for the FY 2017 - 2018 on a remuneration of Rs. 0.44 million plus out of pocket expenses. As required under the Companies Act, 2013, necessary resolution seeking members'' ratification for the remuneration to the Cost Auditor is included in the Notice convening the Ninety Eighth Annual General Meeting of the Company.

Secretarial Audit

Human Resources Development and Industrial Relations

The year saw a major rationalization of manpower on account of divestment of Logistics & Shipping and Container Freight Station Businesses. The same was handled professionally and compassionately with reasonable compensation through Voluntary Retirement Scheme and/or ex-gratia payments. Post divestment, consolidation of various functions was undertaken for a leaner and an effective organization. On the Human Resource Front, we continue with the implementation of Performance Management System, capturing Key Result Areas and Key Performance Indicators for linking reward to performance and variable pay.

HR function continues to partner the business for talent infusion, learning and development, leadership development and talent management. A major intervention/training pertaining to ''Value Selling'' was done for all sales and marketing personnel of Engineering business. The training and development interventions for the identified ''Talent Pool'' of executives continued in collaboration with CII (Confederation of Indian Industries).Employee engagement and moral was kept high through various cultural and other events including participation in social causes such as Daan Utsav/Joy of Giving week which the Company has been doing for the last few years. Industrial Relations, by and large, with the unit unions continued to be cordial.

Particulars of Employees and Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

(a) The information required pursuant to Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members, excluding the information on employees'' particulars which is available for inspection by the Members at the Registered Office of the Company during the business hours on working days of the Company. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

(b) Information relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of The Companies (Accounts) Rules, 2014 is annexed herewith as Annexure ''VII''.

Extract of Annual Return

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure ''VIII'' and forms part of this Report.

Business Responsibility Report

A separate section on Business Responsibility Report forms part of this Annual Report as required under Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

Cautionary Statement

Statements in the Board''s Report and the Management Discussion & Analysis describing the Company''s objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company''s operations include global and domestic demand and supply, input costs, availability, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

Acknowledgements

For and on behalf of the Board of Directors

Shapoor P. Mistry

Chairman

Mumbai, May 25, 2017

Mar 31, 2016

Dear Members,

The Board of Directors hereby submit the report of the business and operations of the Company along with the Audited Financial Statements of the Company for the Financial Year (FY) ended March 31, 2016. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

Financial Results and Highlights of Performance

The Company''s performance during the financial year under review is summarized as follows:

Rs. in Crores Particulars Standalone Consolidated FY 15-16 FY 14-15 FY 15-16 FY 14-15

Revenue from Operations and Other Income (Total Revenues) 261.06 293.41 3,852.65 3,603.41

Earnings before Interest, Depreciation & Tax (EBIDT) 29.54 25.36 180.61 193.60

Profit / (Loss) after Interest and before Depreciation & Tax 10.57 6.57 82.70 102.40

Depreciation 8.35 7.15 75.38 21.62

Profit / (Loss) after Depreciation and Tax 2.22 (0.58) (32.33) 37.04

Exceptional items - Income/(Expense) 16.00 9.84 (20.90) (10.10)

Profit before tax (PBT) 2.22 (0.58) 7.32 80.78

Profit after tax (PAT) 2.22 (0.58) (32.33) 37.04

On a consolidated basis, Total Revenues for the FY 2015-16 were at Rs. 3852.65 crores, higher by 6.92% over the previous year. Consolidated EBIDT was Rs. 180.61 for the financial as compared to Rs. 193.60 crores in the previous year.

Management Discussion & Analysis of Financial Conditions, Results of Operations and State of Company Affairs

Outlook

During the year under review, there were considerable changes in the external working environment. While commodity costs and inflation continued to come down in India, two successive failed monsoons and rural drought resulted in a distressed demand in the sectors we serve in India. The below par performance of the global economy was reflected in a growth deceleration in most emerging and developing economies, driven by low commodity prices, weaker capital flows and subdued global trade. The global economy remained subdued with world output slowing down to 3.2%. Emerging markets and developing economies grew by 4%.

In this scenario, your Company remained focused on delivering profitability led growth.

The recovery is projected to strengthen in FY 2016-17, driven primarily by emerging markets and developing economies. While emerging markets and developing economies will still account for the lion''s share of world growth, prospects across countries remain uneven and generally weaker than over the past two decades.

According to IMF World Economic Outlook Update, Indian economy is expected to grow by more than 7% during FY 2016-17, despite the uncertainties in the global market, which should help your Company (including its subsidiaries) to grow.

The Government initiatives like the "Make in India" initiative, with an aim to boost the manufacturing sector of Indian economy, is expected to increase the purchasing power of an average Indian consumer, which would further boost demand, and hence spur development, in addition to benefiting investors. Besides, the Government has also come up with Digital India initiative, which focuses on three core components;: creation of digital infrastructure, delivering services digitally and increasing digital literacy. Your Company (including its subsidiaries) are expected to be beneficiaries from the benefits arising from these initiatives.

Precision Tools Group (PTG)

Totem, as a brand, strengthened its position as a leading brand in the domestic market and made good strides in the global space. High performance Taps led the way with success in China for application on super alloys and difficult-to-machine materials. Solid Carbide end mills found their niche in Eastern Europe and the progress continues. The focus was on profitability through value-added products.

Low oil prices have helped ease inflation in India but international markets have failed to cheer up. In spite of challenging market scenario, PTG managed a profitable topline growth of 6%.

A series of product extensions and new business areas were tapped. Launch of Solid Carbide Rods, and High Speed Steel drills for construction, concrete, granite, hammer etc., would open up avenues in the ever expanding infrastructure business. Spring Lock Washers won a certification from the Power Grid Corporation of India, paving the way for entry in the power sector.

The focus on addressing the needs of end-user consumers continued. A close understanding of channel partners was undertaken through annual dealer''s conference during the year. A concept of key account manager was initiated to have an understanding of key end-user consumers. A team of sales engineer was appointed for the South-East Asian market, as a precursor for venturing in to wide geographies.

The division continued with its ''Adapt, Change, Excel'' (ACE) program - to be nimble and swift in business execution. Employee Engagement program for nurturing internal talent and succession planning is also being put in place.

Coding Business Group (CBG)

Coding business group had adequate success with significant ''above- budget'' operating profit and a topline growth of 8%. Enhancement in the in-house facility, with addition of laser markers and testing equipment in the factory helped better service to Original Equipment Manufacturer (OEMs).

The launch of Bradma lasers with variants of Fiber, Carbon Dioxide (CO2) had good acceptance in the Indian market. In process are more product variants, notably, Ultra Violet (UV) & Diode Pump technology. Bradma can claim to be pioneers in development for marking & traceability on components for leading two-wheeler manufacturers in India. CBG also started catering to the valve and heavy engineering industry.

Venturing into the Marking Software space, Bradma developed the interface for SAP integration with the user''s marking assembly for one of the leading two-wheeler manufacturers in India.

Bradma has added Automation in its product portfolio and executed projects successfully across different industries. Bradma will strive to increase its market share in the traceability and identification businesses.

Container Freight Stations (CFS) and Logistics Business

During the financial year the Company decided to exit CFS and Logistics businesses. The Company executed the definitive agreements with TG Terminals Private Limited for sale of its CFS businesses and with Transworld Global Logistics Solutions (India) Private Limited for sale of its Logistics business, for a value not less than Rs. 93.50 crores. The Company, on April 18, 2016 completed the sale of Mundra CFS to TG Terminals Private Limited and sale of assets pertaining to its logistics business to Transworld Global Logistics Solutions (India) Private Limited and received a consideration of Rs. 53.5 crores. The transaction for Veshvi CFS is likely to be completed in the second quarter of the FY 2016-17.

Realty Development of Plot of Land at Chandivali - (Project VICINIA)

As per the terms of out-of-court settlement of the dispute set out in consents terms filed with Hon''ble Bombay High Court relating to the sale of plot of land at Chandivali, the Company and Videocon Realty and Infrastructure Limited (Videocon) are jointly developing their respective share (50% each) on the plot of land at Chandivali through a specific flatwise allocation of built up area of apartments. The Company has received bookings for 54 flats pertaining to its share as at end of March, 2016. The Project is expected to be fully executed by December''2019.

Investment in Subsidiaries/Joint Ventures

During FY 2015-16, Lux Aqua GMBH, Switzerland and Lux Aqua (HU) Hungary were incorporated as wholly owned subsidiaries of Lux International AG and Lux Aqua GMBH respectively.

Subsidiaries/ Associates /Joint Ventures

During FY 2015-16 the following companies have become or ceased to be subsidiaries, joint ventures or associates.

Name of Company Nature of Relationship

Eurolife Regen Private Ceased to be a Joint Venture of Eureka Limited Forbes Limited with effect from April 1,2016.

LuxAqua Gmbh, Incorporated as a wholly owned Switzerland subsidiary of Lux International AG (a step down subsidiary of Eureka Forbes Limited) with effect from September 21, 2015

Lux Aqua (HU) Hungary Incorporated as a wholly owned subsidiary of Lux Aqua Gmbh, Switzerland with effect from November 27, 2015

Radiant Energy Systems Amalgamated with Forbes Enviro Private Limited Solutions Limited (a wholly owned subsidiary of Eureka Forbes Limited) with effect from February 10, 2016

Waterwings Equipments Amalgamated with Forbes Enviro Private Ltd Solutions Limited (a wholly owned subsidiary of Eureka Forbes Limited) with effect from February 10, 2016

Technext E- Payments & Incorporated on July 14, 2015 and ceased Services Limited to be a subsidiary of Forbes Technosys Limited (a wholly owned subsidiary of the Company) with effect from March 28, 2016

Forbes Edumetry Limited Under Voluntary Winding up

Edumetry Inc. Wound up with effect from October 28,2015

Details of subsidiaries, associate companies and joint venture companies set out in the statement in Form AOC-1, pursuant to Section 129 of the Companies Act, 2013 and, is attached, herewith, as Annexure "I". Financial Statements of these subsidiaries are available for inspection at the registered office of the Company and that of the subsidiary company concerned and the same would be also available on the website of the Company, www. forbes.co.in.

Eureka Forbes Limited & its Subsidiaries (Collectively ''EFL'')

In FY 2015-16, EFL, as one dominating force, expanded its markets, executed its strategies, evolved as individuals and excelled in performance, to make EFL a Global Multi-National Corporation. Despite weak global outlook, EFL persevered and posted a strong growth of 15% over the previous year with gross a turnover of Rs.1912.39 and profit after tax ofRs. 31.19 Crores.

The Direct Sales Division once again proved it''s mettle to stay ahead of the game with ''Category First'' initiatives like - Paani-ka-Doctor clinics (Smaller offices to improve visibility and expand reach) and rental sales. EFL has taken bold steps of restructuring its core brands in water to maintain its pole position in the market by introducing ''Dr. Aquaguard'' as its flag-ship brand in Direct Sales with cutting-edge products and a state-of-the-art training and demo programs. This has enabled EFL to move '' Aquaguard'' in retail segment to fight competition on a common platform.

The Superbrand Euroclean has also reached new heights thanks to a year-long ''below the line'''' marketing activities. Foreseeing a major market shake-up, EFL has reinvented its range of Air Purifiers under the brand ''Aeroguard''. There will be a special focus to drive this sunrise category and capture a significant market share.

To ensure that EFL reaches maximum people, the three new sales channels - TV Shopping, e-Commerce and Tele-Sales Engine, are taking shape and have started giving positive indications of demand.

The year gone by has been challenging due to slow economic growth in India and also total inertia in projects. With the orders and prospects on hand and the economy likely to open up, Forbes Pro is planning to grow significantly this financial year.

Strategic Initiatives:

- Forbes Pro Clean Technology Solutions has been rebranded as Forbes Pro Cleaning Solutions with a fresh new logo to reposition the company with the new range of products with EFL brand name assembled from multiple suppliers, thereby reducing dependability from any single supplier.

- Eureka Forbes Limited and Process Research Ortech, Canada, join hands in bringing a unique technology of Automated Variable Filtration (AVF) technology to India for high quality water filtration thereby reducing costs in an environment friendly manner.

Water Pride Points:

- Infosys will provide Aquaguard safe drinking water at the Global Education Center of Infosys, at Mysore which accommodates up to 13,500 campus recruits.

- With an aim to provide safe drinking water at public places, Water Products will be supplied to about 150 railway stations under the IRCTC partnership.

- Four Water ATMs have been set up in Varanasi, the Parliamentary Constituency of Hon''ble Prime Minister under the Swachh Bharat Abhiyan as part of Oil & Natural Gas Corporation Limited''s (ONGC) Corporate Social Responsibility activity.

- Won an order for 110 community water treatment plants in Karnataka which are under installation and would be on a sustainable social business model.

Cleaning:

- Towards building a healthier India, Cleaning Solutions has supplied Scrubber Dryers and High Pressure Jets to 405 Government Schools across Delhi and with this initiative EFL will be providing Swachh environment to 6 lakh students in Delhi.

- Forbes Facility started maintenance of the Heritage Structure of ''The Asiatic Society ofMumbai'' along with the Rotary Club.

- Forbes Facility made a successful entry into the ''Offshore Business'' of housekeeping and catering with Forbes Bumi Armada Offshore Limited.

The Human Resources (HR) Function has significantly supported the business requirements to fuel organization growth. Talent acquisition has been at its all-time high during FY 2015-16, wherein over 8800 Eurochamps have been hired during the course of the year with retention, too, improving marginally over the previous year. Over 7500 Eurochamps have been trained during the course of the year on behavioral and functional skills. EFL''s 360 degree employee engagement program comprising of Health and Wellness initiatives, Picnics, Sports Day, etc. has been implemented successfully with participation by over 6000 Eurochamps.

The HR Function has instituted leadership development and growth initiatives across various levels in the organization, and has successfully carried out programs like the Young Leaders Development Program (YLDP) comprising of over 200 leaders at junior levels and Building Leadership pipeline comprising of over 140 leaders at the middle management level. Key Retains Program comprising of 23 senior leaders is now into its fifth year wherein the high potential leaders are required to contribute to the organization through Action Learning Projects (Dream Team Projects).

The HR Function introduced a Manager as a Coach program wherein 83 leaders were trained in coaching skills and were enrolled into an internship program for a span of 9 months, wherein, each of them had to coach two of their team members, under the guidance ofthe facilitator.

The HR Function introduced the EFL climate barometer, based on the Gallop 12 questions, eliciting employee satisfaction in areas of basic needs, management support, teamwork and growth. EFL scored an overall 4 in this survey on a scale of 1 to 5, with 5 being the highest.

Eurosmile, EFL''s customer service division established a wide service network and exceeded 10 million customer visits during the year, catering to 15 million installation bases in India. The division has implemented mobile application in 6 cities for customer facing teams to bring visibility in real time and improve turnaround time for service request to within 9 hours, leading to customer delight

The new initiatives vertical has been restructured to include security solutions, packaged drinking water, Fast Moving Consumer Durables (FMCD) and other projects which will help reach the aspirational $1 Billion target.

The Aquasure Packaged Drinking Water (PDW) brand became available in over 24,000 outlets in 32 cities through 36 franchisees dispensing 41 million litres of water. The brand is now available across prestigious clients - Air India, Bombay Gymkhana, Hyatt Regency, Breach Candy Hospital and 33 SP Group Companies.

The Eurovigil security systems brand secured prestigious multi- locational orders from clients like the MRF, ITC Wills Life Style and ITC Classmate for IntrusionAlarm and Surveillance Systems (CCTV).

With such excitement in all the categories, EFL is poised to go to the next level and it hopes to make it a beacon of success for many more years to come.

Forbes Pro Clean Technology solutions have been involved actively in the Swachh Bharat movement by joining hands with institutions and heritage sites to provide cleaning operations and demonstrating the impact of clean environment. There has been a significant switch from selling products to installing solutions and adding value to the customers. Forbes Facilities has moved into property management in prestigious clubs like Bombay Gymkhana and Bombay Presidency Golf club. They have also entered into facility management in the oil and gas sector. The water projects team made a foray into desalination plants by bagging and executing the first diesel plant order from Toshiba, Japan for a power plant in Philippines. Besides this, considering lack of movement of projects in India, they executed many export orders to Africa, Vietnam, Thailand and Philippines; this will stand in good stead in future. The Forbes Pro water team has signed with ''Blue Star'' for cobranding with them on coolers cum purifiers. Water Solutions and Community Fulfilment installed the first completely solar powered 1000 liters per hour water treatment plant in a Kolkata urban slum which is the first of it''s kind in India without wastage of any water in the process. The Water Solutions Division has also made a significant impact in realty segment for providing water treatment and waste water treatment plants and also developed a complete solution for swimming pools in a prestigious residential complex with 68 plunge pools and one big swimming pool. The year gone by has, however, been challenging due to slow growth in India. With the orders and prospects on hand and the economy likely to open up, Forbes Pro is planning to grow significantly this year.

As in the past, during the current year too, EFL and its subsidiaries received various awards and recognitions, some of which are as follows-

- Water Company of the Year 2015 by CMO - Asia Water Leadership Award, Singapore;

- Water Champion Award to Executive Vice Chairman by CMO - Asia Water Leadership Award, Singapore;

- Water Company of the Year 2015 - Asia Water Leadership Award, Dubai;

- Water Champion Award to Executive Vice Chairman - Asia Water Leadership Award, Dubai;

- Eureka Forbes : Selected Business Superbrand India 2015 : Aquaguard (5th time) & Euroclean (3rd time);

- Green'' Recognition by Hon. PM Mr. Narendra Modi and cited by the French Govt. - ''Delhi to Paris: Corporate Vision on Climate Change -Reinforcing India''s Commitment'';

- Reader''s Digest : Trusted BrandAwards 2015: Aquaguard (9th time) (Gold Category);

- Reader''s Digest : Trusted Brand Awards 2015: Euroclean (5th time) (Platinum Category);

- The Economic Times Best Brands 2015 : Aquaguard ;

- Forbes Facility has awarded ISO 22000 : HACCP (Food Safety) for its Quality Management System ;

- Frost & Sullivan Award : India Water Purifiers Market Leadership Award 2015;

- Procurement Excellence Award conferred to Aquamall: Consumer Durables Category;

- Design prestigious "Plus X Award" awarded for a product Lux New home cleaning system S115;

- Forbes Lux ranked No. 34 in DSN Global 100 2015 rankings;

- Won prestigious UNESCO-Water Digest Award for the 9th time:

- Best Complete Domestic Water Solutions Provider: ''Drinking'';

- Best Water technology ofthe year -Aquaguard Geneus;

- Best Domestic Water Purifier (Best RO UV UF): Aquaguard Enhance RO UV UF;

- Best Domestic Water Purifier -UV/UF/Nano Silver - Dr. Aquaguard Eterniti; and

- Best Domestic Water Purifier: RO: Dr. Aquaguard Magna Green RO.

Forbes Technosys Limited (FTL)

During FY 2015-16, FTL continued its growth across multiple sectors and dimensions, albeit with some challenges. The FY 2015-16 was a year of consolidation for FTL across its business verticals and product range in a challenging business environment particularly for the ATM, Cash Deposit and Recycler, Sorter and Coin Vending business segment as Banks had put procurement plans on a hold due to the withdrawal of subsidies by the Reserve Bank of India, in June ''2015. Earlier, the subsidies which were introduced in the previous year incentivized and partially reimbursed banks for purchasing and deploying these machines. This withdrawal impacted the sales volume of these products negatively and consequently the profitability of FTL which had in previous years been the main contributor to the Company''s profit margins. Despite the setback, FTL continued to establish leadership in e-lobbies, Passbook Printing Kiosks and Automatic Ticket Vending Machines.

FTL received and executed a large order for Passbook Printing Kiosks from the State Bank of India; the, largest single deployment of Passbook Printing Kiosks in a single year in India so far.

FTL also got major orders from the Corporation Bank and, the Union Bank of India who, using hardware manufactured by FTL, set up fully electronic Self Service Branches called e-lobbies to enhance their services to customers.

FTL had an impressive foray into the Transportation segment and received significant orders from the Indian Railways across the country for over 1000 ATVMs (Automatic Ticket Vending Machines) including Cash basedATVMs.

FTL received many more awards and recognition which included The Innovation Excellence Award for (Innovation in Banking - for its patent pending - Multi-function ATM), at the Innovative India Summit 2020 organized by the ASSOCHAM and co-sponsored by the Department of Scientific and Industrial Research - (DSIR), Ministry of Comm. & IT and National Innovation Foundation of India.

FTL continues to make investments in new services such as Domestic Money Transfer, infrastructure creation, expansion of offices, service network, new product development and exports. These investments will help FTL in addressing emerging opportunities in domestic and international markets in the near future.

The FY 2015-16 saw the successful launch of the Domestic Money

Transfer business of Forbes Xpress which operates through a network of franchisees that also provide other services like recharging, bill payments and ticketing.

Future plans and strategy include the creation of new products and solutions for long term profitable growth, such as:

- Specialized Solutions for Payment Banks and Small Banks;

- Next Generation Cash Deposit Kiosk; and

- Cash Recyclers

Shapoorji Pallonji Forbes Shipping Limited [(SPFSL, formerly SCI Forbes Limited)]

Generally, improved freight rates, good financial management and tighter expenditure control resulted in a significant improvement in performance of SPFSL and it was able to service the debt, with ease and partially prepaid USD 3.0 million to its lender, in March ''2016.

Earnings enhanced mainly due to improved freight rates, lower fuel prices, and better fuel management and steady contracts of affreightment. The chemical markets performed better in the FY 2015- 16 as compared to the earlier year which were reflected in the higher yields.

The four tankers were well maintained and operated efficiently. All the vessels enjoy at least five oil major ''approvals'' including approval by Shell. The average down time for the year has been just 0.42 days per ship, significantly better than the industry average.

During the year, all the vessels continued to trade east of the Suez Canal. The general route was West Asia Gulf (WAG) to India. The ships remained in the MARIDA POOL which had a fleet of eighteen vessels but now has 7 ships because Nordic AS Tankers and Clipper have sold all their small sized tankers and left the MARIDA Pool.

The chemical markets improved marginally this year and the bottom line improved significantly owing to low fuel prices.

The Pool has three ''Contracts of Affreightment'' to lift regular cargoes out of Saudi Arabia, Qatar and Oman. This not only helps fill up the vessels substantially but also permits an opportunity to attract small spot parcels of chemicals from the load ports.

Forbes Bumi Armada Offshore Limited (FBAOL)

FBAOL was earlier awarded a 7 year contract by the Oil & Natural Gas Corporation Limited (ONGC) for providing a Floating Production Supply and Offloading Vessel (FPSO) on Charter Hire, including its Operation & Maintenance. FBAOL has mobilized and deployed the FPSO Armada Sterling facility along with its crew in the D1 field of ONGC against the said contract.

FPSO Armada Sterling completed its third year of operations without Lost Time Injury (LTI) on April 22, 2016. Uptime of FPSO during the FY 2015-16 was nearly 100%.

The gross revenue from operations for the financial year ended March 31, 2016 stood at Rs. 526.47 crores compared to Rs. 492.41 crores for the financial year ended March 31, 2015.However, the profits were significantly impacted due to major increase in operational expenditure for replacement of two gas turbine generators amounting to Rs. 25.30 crores, which is part of the expenditure over the life cycle of the assets.

Forbes Bumi Armada Limited (FBAL)

FBAL commenced provision of manning services after receiving Recruitment and Placement Services License from the Director General of Shipping. The gross revenue from operations for the financial year ended March 31, 2016 stood at Rs. 54.61 crores compared to Rs. 26.85 crores for the financial year ended March 31, 2015.

Assets of The Svadeshi Mills Company Limited (Svadeshi)

The Assets of Svadeshi continue to be in the hands of the Official Liquidator, High Court, Bombay. An application to get Svadeshi out of liquidation had been filed with the Hon''ble High Court, Bombay which was dismissed and the Official Liquidator was directed to proceed expeditiously for winding up Svadeshi. The Company filed an appeal before the Hon''ble Division Bench, High Court, Bombay, which was dismissed.

The Company filed a Special Leave Petition before the Hon''ble Supreme Court (SC) which was also dismissed. Thereafter a Review Petition has been filed before the SC and the same is pending hearing.

The Company, being a secured creditor, with adjudicated dues by the Official Liquidator, expects to receive the dues along with a nominal interest thereon.

Dividend and Transfer to Reserves

Though the Company had made marginal profits on standalone basis, in view of the funding requirements for existing businesses of the Company, the Directors regret their inability to recommend any dividend. No amount has been transferred to the reserves during the year.

Share Capital

The paid up Equity Share Capital of the Company as on March 31, 2016 was Rs.1289.86 lakhs. During the year under review, the Company has not issued any shares with differential voting rights or ''sweat equity shares'' and has not granted any stock options. As on March 31, 2016 none of the Directors of the Company hold shares or convertible instruments of the Company.

Finance

The Company continues to focus on judicious management of its working capital. Relentless focus on receivables, inventories, strict cost control and, use of alternative borrowing instruments has helped in keeping the borrowings and effective interest cost under control.

- Redeemable Non-convertible Debentures

The Non- Convertible Redeemable Debentures (NCDs) aggregating to Rs. 100 crores were outstanding during the year ended March 31, 2016. NCDs aggregating to Rs. 40 crores were redeemed onApril 27, 2016.

- Deposits

The Company has not accepted deposits from public falling within the ambit of Section 73 of the Companies Act, 2013 (Act) and The Companies (Acceptance of Deposits) Rules, 2014. Unclaimed matured deposits were transferred to Investor Education and Protection Fund as per the provisions of the Companies Act, 1956.

Particulars of loans, guarantees and investments

Particulars of Loans, Guarantees or Investments covered under provisions of Section 186 of the Act are given in the notes to the Financial Statements.

Related Party Transactions

All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of business. There were no material related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest ofthe Company at large.

All related party transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for transactions which are of a foreseen and repetitive nature. The transactions entered pursuant to the omnibus approval so granted are placed before the Audit Committee on a quarterly basis.

Form AOC-2 is annexed as Annexure ''II'' to this report, pursuant to Section 188 of the Act. The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website.

Vigil Mechanism/Whistle Blower Policy

The Company has Whistle Blower Policy/Vigil Mechanism to deal with instances of fraud and mismanagement, if any. The Policy is also available on the website ofthe Company.

Internal Control Systems and Adequacy

The Company has an internal control system, which ensures that all transactions are recorded satisfactorily and reported and that all assets are protected against loss from unauthorized use or otherwise. The internal control systems are supplemented by an internal audit system carried out by a team under the direct supervision of the Head of Internal Audit. The findings of such internal audits are periodically reviewed by the management and suitable actions taken to address the gaps, if any. The Audit Committee of the Board meets at regular intervals and addresses significant issues raised by both the Internal Auditors and the Statutory Auditors. The process of internal control and systems, statutory compliance, information technology, risk analysis and risk management are inter-woven to provide a meaningful support to the management of the business.

Deloitte Haskins & Sells LLP, the statutory auditors of the Company has audited the financial statements included in this annual report and has issued a report on our internal financial controls over financial reporting as defined in Section 143 oftheAct.

Statutory Compliances

The Company ensures compliance of applicable laws. The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. During FY 2015-16, no complaints on sexual harassment were received.

Corporate Governance and Management Discussion and Analysis

The guiding principle of the Code of Corporate Governance is ''harmony'' i.e. balancing the need for transparency with the need to protect the interest of the Company and balancing the need for empowerment at all levels with the need for accountability. A detailed report on Corporate Governance is attached. The ''Management Discussion and Analysis'' forms part of this report.

Corporate Social Responsibility (CSR)

The Company is committed to its stakeholders to conduct business in an economically, socially and environmentally sustainable manner that is transparent and ethical.

The Board of Directors of the Company has voluntarily constituted a Corporate Social Responsibility Committee in compliance with Section 135 of the Act. However under the provisions of the Act, the Company is not required to undertake any project. The Corporate Social Responsibility Policy adopted by the Board aims to focus on areas of Health, Education, Environment Preservation, Rehabilitation of families affected by natural calamities and General Improvement in quality of life.

The Company is committed to inclusive, sustainable development and contributing to building and sustaining economic, social and environmental capital and to pursue CSR projects, as and when required, that are replicable, scalable and sustainable with a significant multiplier impact on sustainable livelihood creation and environmental replenishment.

Risk Management

Risk management process includes identification of risk, its underlying dynamics, mitigation mechanism, prioritization of risk, measurement of key indicators and establishing a monitoring system. A Company-wide awareness of risk management policies and practices are being inculcated to minimize the adverse effect of risks on the operating results and the subject of management of risks is being approached in a planned and co-ordinated manner. Elucidation of role clarity, understanding of level of authority and reporting system is expected to help this process significantly. It is realized that this is a continuous process, requiring continued updating, based on changing business conditions and that risk management and performance improvement will go hand in hand.

Significant and Material Orders Passed By the Regulators or Courts

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

Directors and Key Managerial Personnel

As per provisions of Section 152(6) of the Act, Mr. Jai Mavani is due to retire by rotation at the ensuing Annual General Meeting and being eligible, seeks re-appointment. The Board of Directors recommend his re-appointment as Director of the Company.

As per the retirement policy of the Company, Mr. Ashok Barat was due for retirement in December ''2016. However, to facilitate completion of transition, Mr. Barat vacated the Board position as a Member and Managing Director of the Company from the close of business hours of April 27, 2016. He would however, continue to be on the rolls of the Company as an employee till June 30, 2016.

Mr. Mahesh C. Tahilyani was appointed as an Additional Director and subject to the approval of the shareholders, Managing Director of the Company with effect from April 28, 2016.

Ms. Ameeta Chatterjee, Mr. T.R. Doongaji, and Mr. Kannan Dasaratharaman, Independent Directors of the Company resigned due to other personal and professional commitments with effect from April 1, 2016, May 4, 2016 and May 6, 2016 respectively.

Ms. Sunetra Ganesan resigned as Chief Financial Officer of the Company with effect from April 30, 2016.

The Board of Directors place on record their sincere appreciation for the valuable services rendered by Ms. Ameeta Chatterjee, Mr. T R Doongaji, Mr. Kannan Dasaratharaman and Mr. Ashok Barat to the Board and to the Company and Ms. Sunetra Ganesan as Chief Financial Officer of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence as prescribed both under the Act and SEBI (LODR), 2015 and there has been no change in the circumstances which may affect their status as Independent Directors during the year.

Independent Directors are familiarized with their roles, rights and responsibilities in the Company through induction programmes at the time of their appointment as Directors and through presentations made to them from time to time. The details of familiarization programmes conducted have been hosted on the website of the Company and can be accessed at www.forbes.co.in

Audit Committee of the Board of Directors

The details pertaining to the composition of the Audit Committee of the Board of Directors are included in the Corporate Governance Report which forms part of this report.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR), 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually, as well as, the evaluation of the working of its Audit, Nomination and Remuneration, Stakeholders'' Relationship Committees.

The performance of the Board was evaluated by the Board after seeking feedback from all the Directors on the basis of the parameters/criteria, such as, degree of fulfillment of key responsibility by the Board, Board Structures and Composition, establishment and delineation of responsibilities to the Committees, effectiveness of Board processes, information and functioning, Board culture and dynamics and, Quality of relationship between the Board and the Management.

The performance of the committees viz. Audit Committee, Nomination & Remuneration Committee, and Stakeholders Relationship Committee was evaluated by the Board after seeking feedback from Committee members on the basis of parameters/criteria such as degree of fulfillment of key responsibilities, adequacy of committee composition, effectiveness of meetings, committee dynamics and, quality of relationship of the committee with the Board and the Management.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of self- assessment questionnaire and feedback/inputs from other Directors (without the concerned director being present).

In a separate meeting of Independent Directors, performance of Non- Independent Directors of the Board as a whole and the performance of the Chairman were evaluated.

Remuneration Policy

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, senior management personnel and their remuneration. Remuneration Policy of the Company acts as a guideline for determining, inter alia, qualification, positive attributes and independence of a Director, matters relating to the remuneration, appointment, removal and evaluation of the performance of the Director, Key Managerial Personnel and senior managerial personnel. Nomination and Remuneration Policy is annexed as Annexure "III" to this report.

Disclosure as required under Section 197 (12) of Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure ''IV'' to this Report.

Meetings of the Board

The Board met at least once in each quarter and 7 meetings of the Board were held during the year and the maximum time gap between two Board meetings did not exceed the time limit prescribed in the Act. The details have been provided in the Corporate Governance Report.

Directors'' Responsibility Statement

Pursuant to the provisions of Section 134(5) of the Act, the Directors, based on the representations received from the operating management, confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) they 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 at the end of the financial year and of the profit or loss of the Company for that period;

(iii) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of this Act, for safeguarding the assets of the Company and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis;

(v) they 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

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Auditors and Audit Report Statutory Auditors

Members are requested to re-appoint Deloitte Haskins & Sells LLP (DHS) as the Statutory Auditors of the Company to hold office from the conclusion of the forthcoming Annual General Meeting of the Company till the next Annual General Meeting of the Company and authorize the Board to fix their remuneration. DHS has confirmed their eligibility under Section 141 of the Act and the Rules framed thereunder, for re- appointment as Auditors of the Company. As required under Regulation 33 (d) of the SEBI (LODR), 2015, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Audit Report forms part of the Annual Report. The Auditors have referred to certain matters in their report on Consolidated Financial Statements to the shareholders, which read with relevant note No.s 31(c), 31(j), 42 and 48 in the notes forming part of the accounts, is self - explanatory.

Cost Auditors

As per the requirements of Section 148 of the Act read with The Companies (Cost Records and Audit) Rules, 2014, the cost accounts of the Engineering Division and Project Vicinia of the Company are required to be audited by a Cost Accountant. The Board of Directors of the Company have, on the recommendation of the Audit Committee, appointed Kishore Bhatia & Associates, Cost Accountants, as Cost Auditors for the FY 2016 - 2017 on a remuneration of Rs. 4.35 Lakhs plus out of pocket expenses. As required under the Companies Act, 2013, necessary resolution seeking members'' ratification for the remuneration to the Cost Auditor is included in the Notice convening the Ninety Seventh Annual General Meeting of the Company.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Makarand M. Joshi & Co, a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed herewith as Annexure ''V''.

Human Resources Development and Industrial Relations

The major focus during the year continued to be partnering with businesses & divisions with a view to enabling the businesses through focus on systems & processes, talent acquisition and development. Performance Management System was strengthened with specific Key Result Areas/Key Performance Indicators and linkage of performance to Variable Pay. Human Resources partnered in a major way to drive the transformational initiative of Engineering Division called ACE (Adapt, Change & Excel) which redefined the vision and mission of the Division. Learning and development interventions, pertaining to both domain and soft skills were done in the Divisions & Corporate Functions. From a Leadership Development perspective, identified high potential employees from across divisions were nominated to SP Group Talent Development Programs ''Shikhar'' and ''Udaan''. Employee Engagement levels were kept high through various cultural and other functions including participation in the social causes through Daan Utsav/Joy of Giving Week. Employee relations at large and relations with all the unit unions continued to be cordial with focus on productivity and efficiency.

Particulars of Employees and Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

(a) The information required pursuant to Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members, excluding the information on employees'' particulars which is available for inspection by the Members at the Registered Office of the Company during the business hours on working days of the Company. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

(b) Information relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of The Companies (Accounts) Rules, 2014 is annexed herewith as Annexure ''VI''.

Extract of Annual Report

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure ''VII'' and forms part of this Report.

Cautionary Statement

Statements in the Board''s Report and the Management Discussion & Analysis describing the Company''s objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company''s operations include global and domestic demand and supply, input costs, availability, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

Acknowledgements

Your Director acknowledge and thank all stakeholders of the Company viz. customers, members, employees, dealers, vendors, banks and other business partners for their valuable sustained support and encouragement. Your Directors look forward to receiving similar support and encouragement from all stakeholders in the years ahead.

For and on behalf of the Board of Directors

Shapoor P. Mistry

Chairman

Mumbai, May 30, 2016.

Mar 31, 2015

Dear Members,

The Directors are pleased to present their Report and the Audited Financial Statements of the Company for the Financial Year (FY) ended March 31, 2015.

Financial Results and Highlights of Performance

The Company's performance during the year under review is summarized as follows:

Rs. in Crores

Particulars Standalone

FY 14-15 FY 13-14

Revenue from Operations and Other Income (Total Revenues) 293.55 293.46

Earnings before Interest, Depreciation & Taxation (EBIDT) 15.47 16.12

Profit/(Loss) after Interest and before Depreciation (3.27) (2.43)

Depreciation 7.15 13.27

Profit/(Loss) after Depreciation (10.42) (15.70)

Exceptional items 9.84 (14.01)

Profit before tax (PBT) (0.58) (29.71)

Profit after tax (PAT) (0.58) (29.71)

Particulars Consolidated

FY 14-15 FY 13-14

Revenue from Operations and Other Income (Total Revenues) 3605.23 3131.72

Earnings before Interest, Depreciation & Taxation (EBIDT) 203.65 217.56

Profit/(Loss) after Interest and before Depreciation 112.50 138.28

Depreciation 21.62 54.15

Profit/(Loss) after Depreciation 90.88 84.13

Exceptional items (10.10) (12.12)

Profit before tax (PBT) 80.78 72.01

Profit after tax (PAT) 37.05 50.45

On a consolidated basis, Total Revenues for the FY 2014-15 were at Rs. 3605.23 crores, higher by 15.12% over the previous year. Consolidated EBIDT was Rs. 203.65 for the financial as compared to Rs. 217.56 Crores in the previous year. Consolidated PAT for the financial year was Rs. 37.05 Crores as compared to Rs. 50.45 Crores in the previous year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As per Companies Act, 2013, Mr. J. J. Parakh is due to retire by rotation at the ensuing AGM and being eligible seeks for re-appointment. The Board of Directors recommends his re-appointment as Director of the Company.

The Company has received declarations from all the Independent Directors of the Company viz. Mr. T. R. Doongaji, Mr. Kaiwan D. Kalyaniwalla, Mr. D. Sivanandhan, Ms. Ameeta Chatterjee and Mr. Kannan Dasaratharaman confirming that they meet with the criteria of Independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Independent Directors are familiarized with their roles, rights and responsibilities in the Company through induction programmes at the time of their appointment as Directors and through presentations made to them from time to time. The details of familiarization programme have been hosted on the website of the Company and can be accessed at www.forbes.co.in

Ms. Sunetra Ganesan was appointed as Chief Financial Officer of the Company with effect from May 27, 2014.

Audit Committee of the Board of Directors

The details pertaining to the composition of the Audit Committee of the Board of Directors are included in the Corporate Governance Report which forms part of this report.

Board Evaluation

Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually, as well as, the evaluation of the working of its Audit, Nomination & Remuneration, Stakeholder Relationship and Corporate Social Responsibility Committees.

The performance of the Board was evaluated by the Board after seeking feedback from all the Directors on the basis of the parameters/criteria such as degree of fulfillment of key responsibility by the Board, Board Structures and Composition, establishment and delineation of responsibilities to the Committees, effectiveness of board processes, information and functioning, Board culture and dynamics, quality of relationship between the Board and the Management.

The performance of the committees viz. Audit Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee and Stakeholders Relationship Committee was evaluated by the Board after seeking feedback from committee members on the basis of parameters/criteria such as degree of fulfillment of key responsibilities, adequacy of committee composition, effectiveness of meetings, committee dynamics, quality of relationship of the committee with the Board and the Management.

The Board and the Nomination & Remuneration Committee reviewed the performance of the individual directors on the basis of self- assessment questionnaire and feedback/inputs from other directors (without the concerned director being present).

In a separate meeting of Independent Directors, performance of Non- Independent Directors of the Board as a whole and the performance of the Chairman were evaluated.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration. Remuneration Policy of the Company acts as a guideline for determining, inter alia, qualification, positive attributes and independence of a Director, matters relating to the remuneration, appointment, removal and evaluation of the performance of the Director, Key Managerial Personnel and Senior Managerial Personnel. Nomination & Remuneration Policy is annexed as Annexure 'III' to this report.

Disclosure as required under section 197 (12) of the Companies Act, 2013 (Act) read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure 'IV' to this Report.

Meetings of the Board

The Board met at least once in each quarter and 6 meetings of the Board were held during the year and the maximum time gap between two Board meetings did not exceed the time limit prescribed in the Act. The details are given in the Corporate Governance Report.

Directors' Responsibility Statement

Pursuant to the provisions of section 134(5) of the Act, the Directors, based on the representations received from the operating management, confirm:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that 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 at the end of the financial year and of the profit or loss of the Company for that period;

(iii) that they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of this Act, for safeguarding the assets of the Company and detecting fraud and other irregularities;

(iv) that the directors have prepared the annual accounts on a going concern basis.

(v) that 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.

(vi) that 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.

Auditors and Audit Report

Statutory Auditors

Members are requested to re-appoint Messrs. Deloitte Haskins & Sells LLP (DHS) as the Statutory Auditors of the Company to hold office from the conclusion of the forthcoming Annual General Meeting of the Company till the next Annual General Meeting of the Company and authorise the Board to fix their remuneration. DHS has confirmed their eligibility under section 141 of the Companies Act, 2013 and the Rules framed thereunder for re-appointment as Auditors of the Company. As required under Clause 49 of the Listing Agreement, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Audit Report forms a part of the Annual Report. The Auditors have referred to certain matters in their report on Standalone and Consolidated Financial Statements to the shareholders, which read with relevant notes in the Financial Statements are self-explanatory.

Cost Auditors

As per the requirements of section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Rules, 2014, the cost accounts of the Engineering Division of the Company are required to be audited by a Cost Accountant. The Board of Directors of the Company have, on the recommendation of the Audit Committee appointed Kishore Bhatia & Associates, Cost Accountants, as Cost Auditors for the financial year 2015 - 2016 on a remuneration of Rs.2.60 Lacs plus out of pocket expenses. As required under the Companies Act, 2013, necessary resolution seeking members' ratification for the remuneration to the Cost Auditor is included in the Notice convening the Ninety Sixth Annual General Meeting of the Company.

Secretarial Audit

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Makarand M. Joshi & Co, a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed herewith as Annexure 'V'.

Human Resources Development and Industrial Relations

The major focus during the year was partnering with Businesses & Divisions with a view to making HR an integral Business Driver. Towards this, the Performance Management System which was introduced on the principle of Balance Score Card was entrenched across the Divisions. Specific learning and development interventions, pertaining to both domain and soft skills were done in Engineering and Shipping & Logistics Divisions. From a Leadership Development perspective, identified high potential employees from across divisions were nominated to SP Group Talent Development Programs 'Shikhar' and 'Udaan'. Strong employee induction processes were introduced to integrate and assimilate new entrants and enable them to become effective in a short span of time. HR partnered with Engineering Division in a critical business improvement intervention titled 'Adapt, Change, Excel' (ACE) which was rolled out across the Division.

Employee Engagement levels were kept high through various cultural and other functions, also including participation in various sports events in the 150 years Celebration of SP Group where Forbes was a proud winner of several team and individual medals. Employee relations at large and relations with all the unit unions continued to be productive and cordial. Productivity and efficiency continued to be the focus areas in Manufacturing Operations.

Particulars of Employees and Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

(a) The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of section 136 of the Act, the Report and Accounts are being sent to the Members, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during the business hours on working days of the Company. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

(b) Information relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014 is annexed herewith as Annexure 'VI'.

Extract of Annual Report

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure 'VII' and forms part of this Report.

Cautionary Statement

Statements in the Board's Report and the Management Discussion & Analysis describing the Company's objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company's operations include global and domestic demand and supply, input costs, availability, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

Acknowledgement

Your Director acknowledge and thank all stakeholders of the Company viz. customers, members, employees, dealers, vendors, banks and other business partners for their valuable sustained support and encouragement. Your Directors look forward to receiving similar support and encouragement from all stakeholders in the years ahead.

For and on behalf of the Board of Directors

Shapoor P. Mistry Chairman Mumbai, May 26, 2015.

Mar 31, 2013

To, The Shareholders,

The Directors submit their Report and the Audited Accounts of the Company for the year ended March 31, 2013.

1. FINANCIAL RESULTS:

The results for the current year and those for the previous year are set out in this paragraph:

Rs. in Crores

For the year ended For the year ended March 31, 2013 March 31, 2012

Revenue from Operations and Other Income 321.26 286.94

Less: Expenses 309.26 271.62

Profit after Interest and before Depreciation 12.00 15.32

Less: Depreciation 13.17 12.12

Profit/(Loss) after Depreciation and before exceptional items (1.17) 3.20

Add: Exceptional items 37.31 1.53

Profit before tax 36.14 4.73

Less: Tax Expenses/(benefit)

-Current tax expense 5.45 -

-Excess provision for tax relating to prior years (0.66) 4.79 - -

Profit after tax for the year 31.35 4.73

2. DIVIDEND:

The Company has earned net profit after tax of Rs. 31.35 crores. As per the provisions of the Companies Act, 1956, the Company is required to set off losses of the earlier years, before declaring any dividend for the year; the accumulated losses to be set off exceed the current year''s profit. However, the Board of Directors have proposed payment of dividend out of reserves at the maximum permissible rate of 5% (Previous year - 10%).

3. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

3.1 Details of these companies are set out in the statement, pursuant to Section 212 of the Companies Act 1956. Full accounts of these subsidiaries are available for inspection to the shareholders of the holding company and other investors on request and are also available for inspection at the Registered Office of the Company and that of the subsidiary company concerned.

3.2 Eureka Forbes Limited (EFL)

During the year, the global economy improved slowly, but was short on expectations. Deceleration in industrial output and exports weakened India''s economic growth significantly. The year proved to be a challenging year amidst global economic uncertainties and disturbances in many parts of the world.

Despite these constraints and challenging environment, EFL has performed well with a growth in revenue by 6.73% over previous year i.e. from Rs. 1234.50 crores in previous year to Rs. 1317.54 crores in current year and an increase in net profit after tax by 8.41% over previous year i.e. from Rs. 32.22 crores in previous year to Rs. 34.93 crores in current year.

Transformation truly was the mantra in Direct Sales which evolved to focus on the ''digital medium'' becoming very active on the ''social media'', improving word of mouth and making access to consumers easier with the ''click to call'' facility both on the website as well as print advertisements. Strong focus on bringing down the ''Cost per Unit'' and steps to manage the customer database better with ''Data Validation'', productivity increase and movement to high value selling made Direct Sales succeed in its endeavor during this tough year. EFLalso invested in developing the Partner Channel bringing in tremendous growth opportunities for the future.

In the consumer division, the Packaged Drinking Water (PDW) business was further strengthened, with 26 franchisees going live and collectively dispensing 49 million litres of AquaSure PDW water.

EFL also strengthened its international retail business in the Middle East and Africa by launching new products and expanding the width and depth of distribution. Retail business in new geographies of Sri Lanka and Mauritius were also started.

To strengthen the infrastructure and product availability, the IT and the supply chain process were streamlined leading to optimization of the resources and improving operating efficiencies.

Towards its brand building exercise, EFL took a number of new initiatives right from new communication, product development and working on its digital presence to build stronger bonds with customers. EFL also has worked on improving its award winning service to customers.

EFL received various awards and recognition, as in previous years, in the current year also some of which are -

- Golden Peacock Award for Corporate Social Responsibility - 2013

- Golden Peacock Eco-Innovation Award for Aquaguard Green RO

- Euroclean elevated as Reader''s Digest Trusted Brand - Platinum category (Household Products - Vacuum Cleaner) for the first (1st) time - elevated from Gold category

- Aquaguard chosen as Reader''s Digest Trusted Brand - Platinum category (Household Products - Water Purifier) for the seventh (7th) time

- Once more featured in DSN Global 100: The Top Direct Sales Companies in the World - Rank: 40

- Recognised as Asian MAKE Winner for the fourth (4th) time and also entered the 2012 MAKE Hall of Fame by being one of just 10 organisations that were Asian MAKE Finalists in each of the past five annual studies

- Bombay Chamber of Commerce & Industry conferred Good Corporate Citizen Award in the Large Corporate category

- Picked as Best Franchisor in Customer Service by Franchisee India magazine once more

- Aquaguard saluted as winner in the Most Popular Safe Water Equipment category of the Child Best Awards (inaugural edition) from Child India magazine

- EuroAble selected for NCPEDP-Shell Helen Keller Award in Category C: Role Model Organisations for its work promoting employment opportunities for people with disabilities - award was given on the eve of the World Disability Day, December 2, 2012

- Bagged the S. P. Jain Institute of Management and Research (SPJIMR) Marketing Impact Awards 2013 at the Bharti Vidya Bhavan''s SPJIMR Academic Conclave for community fulfillment initiatives

- Picked up 2012 Indian MAKE Award for the 7th time

- Harvard Case Study became a graphic Photonovel with the Eurochamp as its hero

- Prestigious (6th time) UNESCO-Water Digest Awards in the following categories:

- Best Complete Domestic Water Solutions Provider

- Best Domestic UV Water Purifier (Aquaguard Enhance UV)

- Best Domestic RO Water Purifier (Aquaguard Enhance Green RO)

- Distinguished Water R&D and Technological Breakthrough (Aquaguard Geneus)

- Your Directors are confident that, barring unforeseen circumstances, in the ensuing year EFL shall maintain the growth momentum.

3.3 Forbes Technosys Limited (FTL)

During the last one year FTL has made great strides in multiple dimensions:

- There has been a sharp increase (83%) in FTL''s turnover to Rs. 166.84 crores (previous year Rs. 91.19 crores). Growth was witnessed across business verticals and product range, specifically Kiosks and Recharge Business.

- Against a loss of Rs. 8.83 crores in the previous year, FTL has reported profit after taxation of Rs. 0.26 crores.

- Customer confidence in FTL''s solutions has grown significantly and, during the year, FTL has witnessed strong order booking -and successful execution thereof- from Punjab National Bank, State Bank of India and associate banks, TATA Motor Finance, United Bank of India, Central Bank of India, Andhra Bank, Central Railways, Maharashtra Tourism, TATA Starbucks, etc.

- During the year, FTL has established leadership in e-lobbies, Cash Deposit Kiosks, Passbook Printing Kiosks, Ticket Vending Kiosks and Information Kiosks and also made a successful entry into Enterprise mobility, Q Management, Currency Sorters and Coin Vending Machines. FTL has also received orders from Tanzania and Nepal.

- FTL continues to receive National and International recognitions in the form of several awards including iCMG Global Excellence Award for Cloud Technologies, e-world Award for Use of ICT in PSUs, Stars of the Industry Awards for Manufacturing Excellence, e-India Awards for Judicial Franking in Bihar, nomination in Top 30 Rural Innovations for NABARD (National Bank for Agricultural & Rural Development) Award and the AIMA (All India Management Association) Award for Breakthrough Innovations.

- AIMA has published the case study of FTL''s "Cloud based e-distribution for e-services" in a book titled "Breakthrough Innovations"-Innovative Practices across India. The Megabanker and the Nanobanker,two of the products targeted at the Banking Industry, received the prestigious India Design Mark.

- FTL''s new manufacturing facility for manufacture of Kiosks and ATMs was set up in Kalher, Thane and production of kiosks and ATMs increased by 300% over the previous year. Further expansion of the facility is in progress to cater to the increasing demand.

- To create a platform for long - term profitable growth, FTL continues to follow a five point strategy which consists of the following:

- Create and target profitable business opportunities

- Cutting the bleed in non-productive areas/activities

- Enhancing and improving Customer experience

- Proactive Cash Flow Management

- Implement Sustainable and environment friendly processes

3.4 Forbes Container Line Pte. Limited (FCL)

During the year, the gross revenues of FCL have improved by 13% from S $16 mn. to S $ 18 mn. despite the subdued global shipping market.

The year 2012-13 was relatively a bad year for global shipping which has affected FCL''s performance also. During the year, many shipping lines deployed their newly -built Very Large Container Carriers (VLCC) with capacities of 14000 TEUs to 18000 TEUs. This resulted in excess capacity and had a big impact on the global sea freight market due to unhealthy competition among the mainline operators. Since most of these vessels were deployed in the Asia - Europe and Asia - USA trade, the freight rates to short sea routes in Asia where FCL is active has suffered very heavily, especially on the China- South-East Asia to India routes and India to Gulf routes. The freight rates in India - Dubai sector have fallen from a peak of US $ 300/TEU to US $ 40/TEU and have not improved during the major part of the year. Due to these factors, profitability of FCL did not increase commensurately with the increase in gross revenue.

FCL has plans to increase volumes by on-hiring and buying new containers during FY 2013-14. FCL also plans to enter the specialised market segment of refrigerated cargo and improve the freight forwarding activity by opening a new office in Dubai.

FCL has set up a company in Dubai in the name ''Forbes Shipping and Services LLC" which will operate as an independent shipping agency and logistics provider in the UAE. It will also have freight forwarding as one of its core activities. The operations are expected to commence from shortly. This will provide FCL an opportunity to improve its freight forwarding activity from Singapore and China and enter into the African market also which is a developing market.

3.5 SCI Forbes Limited (SCIF):

During the year under review, all the four ships of SCIF were employed in the MARIDA Pool, where 21 ships of similar size form the pool. Most of the MARIDA Pool ships trade in the West and only 5 ships are deployed in the East. The Pool''s performance reflected slowdown of the markets in chemical trading, during the year. European Union (EU) region and Trans Atlantic business suffered due to slowdown in trade and EU region woes.

During the year, MT. ASAVARI had to be laid up for repairs for an extended period to recoat the cargo tanks since the damage to the coating caused an expensive cargo contamination claim. The vessel suffered loss of earnings due to a prolonged delay in repairs and thus the overall earnings for the year came down.

The Chemical markets showed signs of improvement in the second half of the year, but the markets in Europe and America have dampened the overall earnings. The Clean Petroleum Product market was buoyant at the beginning of year 2013, which supported chemical rates for a brief period of 2 months.

SCIF had a default in fulfilling some loan covenants that caused the lenders to declare an "Event of Default". The Shareholders of SCIF are working with the lenders to arrive at an acceptable resolution.

In the coming year the Chemical markets are expected to be marginally better, compared to FY 2012-13.

3.6 Forbes Bumi Armada Offshore Limited (FBOL)

As advised in the previous year, FBOL was awarded by ONGC a 7-year contract for providing a Floating Production Supply and Offloading vessel (FPSO) on Charter Hire including its Operation & Maintenance. The Company has mobilised and deployed the FPSO "Armada Sterling" along with crew in D1 field of ONGC. The FPSO had reached the location on January 27, 2013. After completion of subsea installation and pre-startup activities, safe startup of FPSO was accomplished and received first quantity of oil from the wells on April 7, 2013.

As per the conditions of the contract with ONGC, the test run was completed and final acceptance received from ONGC with effect from April 22, 2013. The oil is produced and stored in the crude storage tanks on FPSO. First batch of the crude was offloaded to the ONGC designated buyer on May 14, 2013.

3.7 Assets of the Svadeshi Mills Company Limited (Svadeshi) continue to be in the hands of the Official Liquidator, High Court, Bombay. An application to get Svadeshi out of liquidation had been filed with the Hon''ble High Court, Bombay, inter alia, praying for permanent stay on the Order passed by the High Court ordering winding up of Svadeshi and, to hand over to the applicants the entire undertaking of Svadeshi. The High Court had dismissed the application and directed the Official Liquidator to proceed expeditiously for winding up of Svadeshi. The Company had filed an appeal before the Division Bench against the Order of the High Court. The matter came up for hearing and arguments on behalf of the Appellants, the recognized and representative union, have been completed. The arguments of aggrieved parties are pending. The appeal is yet to be disposed off.

Your Company, being a secured creditor, with adjudicated dues by the Official Liquidator, expects to receive the dues along with nominal interest thereon, when the matter is ultimately disposed off.

5. DIRECTORS:

i) Mr. D. B. Engineer and Mr. R. N. Jha, who retire by rotation, are not seeking re-appointment in view of their other professional commitments. The Board of Directors has decided to accept their requests with deep regret.

Mr. Engineer was invited, during 1975, to join the Board of Directors of the erstwhile, Forbes Forbes Campbell & Co. Ltd., which position he continued to hold until 1992, when Forbes Forbes Campbell & Co. Ltd., amalgamated with the Company. In 1992, Mr. Engineer was invited to join the newly constituted Board of Directors of the amalgamated Company and has been a Director of the Company, since then. Mr. Engineer has been a member of the Audit Committee since 2001 and its Chairman since 2010.

Mr. Jha was invited, during 1998, to join the Board of Directors of the Company at the instance of Life Insurance Corporation of India (LIC), as one of the major shareholders of the Company, which position he continued to hold until 2004, when LIC decided to withdraw its representation on the Board of Directors of the Company. However, Mr. Jha was invited to join the Board of Directors of the Company, immediately thereafter, as an Independent Director and has been a Director of the Company, since then. Mr. Jha has been a member of the Audit Committee since 2003, Remuneration Committee since 2002 and Shareholders'' Committee since 2010.

The Board of Directors places on record their sincere appreciation for the valuable services rendered by, both, Mr. D. B. Engineer and Mr. R. N. Jha to the Board and to the Company during their tenure as Directors of the Company.

ii) Mr. T. R. Doongaji is due to retire by rotation and the Board of Directors commends his re-appointment as Director of the Company.

6. INTERNAL CONTROLS AND SYSTEMS:

The Company has an internal control system, which ensures that all transactions are satisfactorily recorded and reported and all assets are protected against loss from unauthorized use or otherwise. The Internal Control Systems are supplemented by an internal audit system carried out by a team under the direct supervision of the Head of Internal Audit. The findings of such internal audits are periodically reviewed by the management and suitable actions taken to address the gaps, if any, noted arising from such audits. The Audit Committee of the Board meets at regular intervals and addresses significant issues raised by both the Internal Auditors and the Statutory Auditors. The process of internal control and systems, statutory compliance, information technology, risk analysis and risk management are inter-woven, to provide a meaningful support to the management of the business.

7. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS:

The guiding principle of the Code of Corporate Governance is ''harmony'' i.e. balancing the need for transparency with the need to protect the interest of the Company and balancing the need for empowerment at all levels with the need for accountability. A detailed report on Corporate Governance is attached. The ''Management Discussion and Analysis'' forms part of this report.

8. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representation received from the operating management, confirm -

a. that in the preparation of the annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

b. that they have selected such accounting policies and applied them consistently and made judgment 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 or loss of the Company for that period;

c. that they have taken proper and sufficient care to the best of their knowledge and ability 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. that they have prepared the annual accounts on a going concern basis.

9. AUDITORS AND AUDIT REPORT:

You are requested to appoint Auditors for the current year and authorise the Board to fix their remuneration. It is proposed to re-appoint Messrs. Deloitte Haskins & Sells, Chartered Accountants as the Statutory Auditors of the Company to hold office from the conclusion of the forthcoming Annual General Meeting of the Company to the following Annual General Meeting of the Company.

The Audit Report forms a part of the Annual Report. The Auditors have referred to certain matters in their report to the shareholders, which are self-explanatory.

Consequent to the issue of Order No. 52/26/CAB-2010 dated June 30, 2011 and January 24, 2012 by the Central Government, the cost accounts of the Engineering Division of the Company for the financial year 2011 - 2012 onwards are required to be audited by a Cost Accountant. For the Financial year 2011 -2012 the cost audit report was filed with the Central Government on December 12, 2012 The Central Government has approved appointment of Kishore Bhatia & Associates, Cost Accountants, as Cost Auditors for the financial year 2012-2013.

10. CORPORATE SOCIAL RESPONSIBILITY:

The Company continued to support causes of public utility both directly and indirectly in the field of education, medical relief, relief of poverty and promotion of sports and art.

11. CONCERNS AND RISK MANAGEMENT:

Risk management process includes identification of risk, its underlying dynamics, mitigation mechanism, prioritization of risk, measurement of key indicators and monitoring system. A Company-wide awareness of risk management policies and practices are being inculcated to minimize the adverse effect of risks on the operating results and the subject of management of risks is being approached in a planned and co-ordinated manner. Elucidation of role clarity, understanding of level of authority and reporting system is expected to help this process significantly. It is realized that this is a continuous process, requiring continued updating, based on changing business conditions and that, risk management and performance improvement will go hand in hand.

12. HUMAN RESOURCES DEVELOPMENT AND INDUSTRIAL RELATIONS:

In continuation with the earlier Organisational Development initiative a "Development Centre" for top leaders, and the next level of management was undertaken to build second level leadership pipeline and develop middle level leaders. This will also be used for planning succession and drawing career path for potential performers.

A major initiative was undertaken to recruit professionals with domain knowledge in a time bound plan so as to strengthen businesses to deliver performance as per stipulated business plans.

Industrial Relations

The relations with various Unions continued to be cordial which helped in encouraging and boosting the productivity. Long-term agreements with the Chandivali Labour Union and Head office union were signed in a healthy atmosphere. There was no loss of man hours and production due to industrial unrest.

13. PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT 1956:

Following statements are attached and form a part of this report -

(a) The particulars of employees as required under Section 217(2A) read with the Companies (Particulars of Employees) Rules 1975, as amended forms part of the Report. Having regard to the provisions of Section 219(1)

(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to the shareholders excluding the statement of particulars of employees under Section 217(2A) of the Companies Act, 1956. Any shareholder interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

(b) Information relating to the Conservation of Energy, Technology Absorption and under Section 217(2A) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

14. ACKNOWLEDGEMENT:

Your Company continues to occupy a place of respect amongst the many stakeholders it is associated with, most of all our valued customers. The Directors commend the continued commitment and dedication of employees at all levels. The Directors also wish to acknowledge and thank all other stakeholders for their valuable sustained support and encouragement. Your Directors look forward to receiving similar support and encouragement from all stakeholders in the years ahead.

For and on behalf of the

Board of Directors

Shapoor P. Mistry

Chairman

Mumbai, July 1, 2013.

Mar 31, 2012

The Directors submit their Report and the Audited Accounts of the Company for the year ended 31st March, 2012.

1. FINANCIAL RESULTS:

The results for the current year and those for the previous year are set out in this paragraph.

Rs. in Crores

For the year ended For the year ended 31st March, 2012 31st March, 2011

Revenue from Operations and Other Income 286.94 251.65

Less: Expenses 271.62 245.43

Profit /(Loss) after Interest and before Depreciation 15.32 6.22

Less: Depreciation 12.12 13.62

Profit/(Loss) after Depreciation and before exceptional items 3.20 (7.40)

Add: Exceptional items 1.53 4.89

Profit/(Loss) before tax 4.73 (2.51)

Less: Tax expense/ (credit)

-Current tax relating to previous year - (0.10)

Profit/(Loss) from continuing operations 4.73 (2.41)

Add : Profit for the year from discontinuing operations - 2.99

Profit for the year 4.73 0.58

Add : Balance brought forward from previous year (43.37) (43.95)

Balance carried to Balance Sheet (38.64) (43.37)

2. The Company has earned net profit after tax of Rs. 4.73 crores. As per the provisions of the Companies Act, 1956, the Company is required to set off losses of the earlier years, before declaring any dividend for the year; the accumulated losses to be set off exceed the current year's profit. However, the Board of Directors, encouraged by the performance of the Company, have proposed payment of dividend out of reserves at the maximum permissible rate of 10% (Previous year - Nil)

5. DIRECTORS:

i) Mr. Pallonji S. Mistry, Chairman Emeritus, retired from the Board of Directors of the Company with effect from 21st February, 2012. Mr. Pallonji S. Mistry had been a member of the Board since 20th February, 2002. Board places on record their sincere appreciation of the valuable guidance provided by Mr. Pallonji S. Mistry to the Board and the Company management over the period of his association with the Company.

ii) Mr. Cyrus P. Mistry decided to step down as a Director of the Company with effect from 9th December, 2011 upon his appointment as the Deputy Chairman of Tata Sons Limited. Mr. Cyrus P. Mistry had been a member of the Board since 23rd June, 2003 and over the period of his association with the Company he had made valuable contribution to the deliberations at the Board Meetings. Board places on record their sincere appreciation of the services rendered by Mr. Cyrus P. Mistry to the Board and the Company over the period of his association with the Company.

iii) Mr. S. L. Goklaney is due to retire by rotation and the Board of Directors commends his re-appointment as Director of the Company.

iv) Mr. N. D. Khurody, who also retires by rotation, is not seeking re-appointment in view of his advancing years. The Board of Directors has decided to accept his request with deep regret. Mr. Khurody joined the Board of Directors of the Company on 17th March, 2004. During his tenure as the Director of the Company, Mr. Khurody has rendered valuable services to the Company and the Board of Directors of the Company. Board places on record their sincere appreciation for the same.

Board of Directors has decided, for the time being, not to make new appointment in the resultant vacancy on the Board of Directors.

v) Mr. D. Sivanandhan, Mr. Jimmy J. Parakh and Mr. Jai L. Mavani were appointed Additional Directors on the Board of Directors of the Company. They hold office upto the date of the ensuing Annual General Meeting and items regarding their appointment are included in the Notice convening the Annual General Meeting. The Board of Directors commends their appointment as Directors of the Company.

6. LATE MR. D. S. SOMAN:

Mr. D. S. Soman, a former Director of the Company, passed away on 9th October, 2011.

Mr. D. S. Soman was invited to the Board of Directors of the erstwhile, Forbes Forbes Campbell & Co. Ltd., in 1988. He was invited to the newly constituted Board of Directors of the Company, after amalgamation of Forbes Forbes Campbell & Co. Ltd., with the Company, in 1992 and since then, he had been a Director of the Company till his retirement on 22nd September, 2010, when he decided to retire in view of his advancing years. Mr. Soman was also the Chairman of Audit Committee of Board of Directors of the Company. The Board places on record their heartfelt condolences for the sad demise of Mr. Soman.

7. INTERNAL CONTROLS AND SYSTEMS:

The Company has an internal control system, which ensures that all transactions are satisfactorily recorded and reported and all assets are protected against loss from unauthorized use or otherwise. The Internal Control Systems are supplemented by an internal audit system carried out by a team under the direct supervision of the Head of Internal Audit. The findings of such internal audits are periodically reviewed by the management and suitable actions taken to address the gaps, if any, noted arising from such audits. The Audit Committee of the Board meets at regular intervals and addresses significant issues raised by both the Internal Auditors and the Statutory Auditors. The process of internal control and systems, statutory compliance, information technology, risk analysis and risk management are inter-woven to provide a meaningful support to the management of the business.

8. CORPORATE GOVERNANCE:

The guiding principle of the Code of Corporate Governance is 'harmony' i.e. balancing the need for transparency with the need to protect the interest of the Company and balancing the need for empowerment at all levels with the need for accountability. A detailed report on Corporate Governance is attached; the 'Management Discussion and Analysis of Results of Operation' forms a part of this report and is not again repeated in the Corporate Governance Report.

9. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representation received from the operating management, confirm -

a. that in the preparation of the annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

b. that they have selected such accounting policies and applied them consistently and made judgment 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 or loss of the Company for that period;

c. that they have taken proper and sufficient care to the best of their knowledge and ability 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. that they have prepared the annual accounts on a going concern basis.

10. AUDITORS AND AUDIT REPORT:

You are requested to appoint Auditors for the current year and authorise the Board to fix their remuneration. It is proposed to re- appoint Messrs. Deloitte Haskins & Sells, Chartered Accountants as the Statutory Auditors of the Company to hold office from the conclusion of the forthcoming Annual General Meeting of the Company to the following Annual General Meeting of the Company. The Audit Report forms a part of the Annual Report.

The Auditors have referred to certain matters in their report to the shareholders, which are self-explanatory.

Consequent to the issue of Order No. 52/26/CAB-2010 dated 30th June, 2011 and 24th January, 2012 by the Central Government, the cost accounts of the Engineering Division of the Company for the financial year 2011 - 2012 onwards are required to be audited by a Cost Accountant. For the financial year 2011 - 2012, the Central Government has approved the appointment of Kishore Bhatia & Associates, Cost Accountants, who have commenced the audit.

11. CORPORATE SOCIAL RESPONSIBILITY:

The Company continued to support causes of public utility both directly and indirectly in the field of education, medical relief, relief of poverty and promotion of sports and art.

12. CONCERNS AND RISK MANAGEMENT:

Risk management process includes identification of risk, its underlying dynamics, mitigation mechanism, prioritization of risk, measurement of key indicators and monitoring system. A Company-wide awareness of risk management policies and practices are being inculcated to minimize the adverse effect of risks on the operating results and the subject of management of risks is being approached in a planned and co-ordinated manner. Elucidation of role clarity, understanding of level of authority and reporting system is expected to help this process significantly. It is realized that this is a continuous process, requiring continued updating, based on changing business conditions and that, risk management and performance improvement will go hand in hand.

13. HUMAN RESOURCE DEVELOPMENT AND INDUSTRIAL RELATIONS:

A new Organisational Development initiative "Development Centre" was carried out for top 8 leaders. This exercise was undertaken to build leadership pipeline and develop senior leaders in order to enable them to run businesses more efficiently. This exercise will also be used for planning succession and drawing career paths for potential performers.

Recruitment - a major initiative was undertaken to recruit professionals with domain knowledge in a time bound plan so as to strengthen businesses to deliver performance as per stipulated Business plans.

Industrial Relations

Maintained cordial relations with various Unions and helped in encouraging and boosting the productivity. No man-hours and production were lost due to industrial unrest.

General

Participated in HR Surveys in order to abreast our knowledge regarding various trends in the Industry.

14. PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT 1956:

Following statements are attached and form a part of this report-

(a) The particulars of employees as required under Section 217(2A) read with the Companies (Particulars of Employees) Rules 1975, as amended forms part of the Report. Having regard to the provisions of Section 219(1) (b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to the shareholders excluding the statement of particulars of employees under Section 217(2A) of the Companies Act, 1956. Any shareholder interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

(b) Information relating to the Conservation of Energy, Technology Absorption and under Section 217(2A) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

15. ACKNOWLEDGEMENT:

Your Company continues to occupy a place of respect amongst the many stakeholders it is associated with, most of all our valued customers. The Directors commend the continued commitment and dedication of employees at all levels. The Directors also wish to acknowledge and thank all other stakeholders for their valuable sustained support and encouragement. Your Directors look forward to receiving similar support and encouragement from all stakeholders in the years ahead.

For and on behalf of the

Board of Directors

SHAPOOR P. MISTRY

Chairman

Mumbai, 29th May, 2012

Mar 31, 2011

The Shareholders,

The Directors submit their Report and the Audited Accounts of the Company for the year ended 31st March, 2011.

1. FINANCIAL RESULTS:

The results for the current year and those for the previous year are set out in this paragraph.

Rupees in Crores For the year ended For the year ended 31st March, 2011 31st March, 2010

Sales, Services and Other Income 264.24 219.91

Less: Expenditure 250.00 216.05

Profit /(Loss) after Interest and before Depreciation 14.24 3.86

Less: Depreciation 13.64 16.54

Profit/(Loss) after Depreciation 0.60 (12.68)

Add: Profit for the year ended 31.3.2009 in respect of Shipping Agency

Division of Volkart Fleming Shipping & Services Ltd., pursuant to

Scheme of Arrangement for Demerger and transfer Ã 2.46

Profit/(Loss) before taxation 0.60 (10.22)

Less: Provision for Taxation

- (Reversal)/Provision relating to previous year for Taxation (Net) (0.10) 1.91

- for Wealth tax 0.12 0.13

Profit/(Loss) after Taxation 0.58 (12.26)

Add: Balance brought forward (43.95) (31.69)

Balance Carried to Balance Sheet (43.37) (43.95)

2. MANAGEMENT DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITIONS:

2.1. ENGINEERING:

Precision Tools: During the year, the Precision Tools business has shown a significant improvement in its performance. Despite recessionary conditions prevailing in major international markets, exports increased substantially. International sourcing of some high growth products started during the year, which will help your Company to address demand and grow its market share. Various initiatives are currently underway to improve the entire supply chain, that include, strategic sourcing, expanding current product portfolios, re-layout of production lines, discontinuance of non-performing products/SKU's, implementing a replenishment based ordering for the channel trade. The

initiatives to reduce the dependence on the automobile sector (a sector adversely impacted by the global financial crisis with a consequent impact on this product group) by also developing customers in select non-auto sectors like Defence and Aerospace have shown good progress.

Energy Solutions Group Ã The business model was changed from being an agent of an overseas principal for Drive Turbines to becoming Value Added Resellers (VAR). Other Steam and Drive Turbines were added to the product portfolio. The Company was successful in establishing its presence as a vendor for supply of Steam Turbines and Blower Packages bagging orders from extremely demanding customers. During the year a new team (with many experienced engineers from the Power sector) was set up with a focus on building own capability for servicing of turbines and turnkey execution of projects; these efforts have borne fruit. As on date, the Company has a confirmed

order book aggregating Rs. 75 crores of which a significant portion will be executed during the current year. During the year, the Company successfully completed erection and commissioning at 7 sites which included prestigious clients like Bharat Petroleum, Bharat Oman Refinery and Saurashtra Chemicals.

The Company secured three orders valued at Rs. 34 crores for execution on a turnkey basis.

The turbine refurbishing facility being set up at Waluj, Aurangabad is expected to be ready by July, 2011, post which the Company will have the capability to service turbines upto 30 MW capacity in-house.

2.2. LOGISTICS, CONTAINER FREIGHT STATIONS AND SHIPPING RELATED ACTIVITY:

During the year, the division consolidated its position within the industry and restructured its operations according to the market requirement by developing full-fledged Freight Forwarding and Door- to-Door Logistics capabilities instead of just being a liner agent. With this the division is now engaged in three activities viz. Container Freight Stations, Freight Forwarding and in a limited way as agents of shipping lines.

Container Freight Stations:The Company's Station at Mundra witnessed an upsurge in volumes due to focused marketing efforts; new customers were added at the Veshvi Station (near JNPT). The thrust remains on aggressive marketing, profitable customer acquisition and improvement of operational efficiencies. Downturn in the US and European economies, increased number of CFS competing for a nearly stagnant business and poor infrastructure in and around the ports continue to hamper growth.

Freight Forwarding: The Company expanded its capabilities to provide all types of logistics and supply chain services like ExportÃImport, Sea Freight, Air Freight, Cross Trade, Custom Clearance and Transportation etc. on all India basis and will soon be providing Warehousing and Distribution services also. Tie-ups with freight forwarders in 175 countries worldwide would enable the Company to provide door-to-door services to customers. The Company is now registered with the Federal Maritime Commission (FMC), USA that enables handling of exports to USA.

Along with major ports and cities the Company is now targeting select hinterland locations. In order to expand the client base and reach, the Company regularly participates in Trade Fairs and Exhibitions and organizes customer meets at various locations. Some of the esteemed clients include the Aditya Birla Group, L& T, Bombay Dyeing etc.

Overall whilst the Shipping and Logistics division has shown a tremendous growth this year compared to last year; the focus on

increasing margins, getting operational excellence and delivering excellent service at a competitive cost continues.

Post implementation of a new Enterprise Resource Planning software in April 2010, issues were noted in the divisional accounts in terms of balances reflecting in various accounts. Appropriate measures to reconcile the accounts have commenced; whilst sizeable progress has been made, the task is not yet complete.

2.3. OTHERS:

The Company continues its efforts to monetise the value of its real estate (through rentals and otherwise) in order to get long- term benefits.

Last 2 years has seen the Company making substantial investments in IT infrastructure & applications to support business. These investments have significantly helped the management in having a better control over its operations through online availability of real time information. They have also resulted in significant savings in the cost of executive time and travel.

2.4. FINANCE AND CORPORATE:

Over the past three years, the business portfolio, financial, fiscal and legal restructuring undertaken at the Company has resulted in a situation where the Company has reduced its losses from Rs. 46.47 crores in FY2008-2009 to Rs. 10.22 crores in FY 2009-2010 and this year has been a small but significant milestone in terms of a profit of Rs. 0.60 crores. This has been achieved despite, over the past 3 years, the Company having to bear cash losses of Rs. 28.40 crores incurred on a standby charter arrangement which devolved on the Company as a part of a debt covenant in SCI Forbes (a JV company) and the infusion of funds in various JV's and subsidiaries.

The Company has also through a mix of measures like relentless focus on working capital, liquidation of investments, disposal of real estate holdings (not required for business) generated cash which has been used to, apart from funding the investments as above, also been used to bring down its debt level significantly from Rs. 148.94 crores in March 2009 to Rs. 105.05 crores in March 2011 which resulted in a reduction in interest costs, despite a period of increasing interest rates, from Rs. 14.67 crores in 2009 to Rs. 11.93 crores in 2011.

Consequently, the Company's credit rating from both CRISIL and ICRA has steadily improved every year from A (Stable) in 2009, to AA- (Stable) in 2010 by CRISIL and equivalent by ICRA; it is expected that the current review will improve it further.

A share buy back was done by two of the Company's 100% subsidiaries, namely Eureka Forbes Ltd (Value Rs. 17.98 crores, previous year Ã Rs. 18 crores) and Volkart Fleming Shipping & Services Limited (Value Rs. 0.75 crores) which helped to bolster your Company's profits and finances.

2.5. OUTLOOK FOR FUTURE AND POST BALANCE SHEET EVENTS:

The company's businesses continue to grow with the engineering division, on a standalone basis, making profits whilst the shipping division is nearing break even for the first few months of the current financial year. It is expected that this momentum will continue though with the continued inflation and RBI's expected rate hikes will have some impact on the automobile sector and consequently on the Company's performance. The management is working actively to contain the same. Several initiatives are underway to also bolster the performance and profitability of the CFS and Freight Forwarding business.

The Standby Charter covenant of SCI Forbes (SCIF) has been negotiated with the banks who have agreed to keep the same suspended Ã this has been implemented w.e.f. 1st July 2011; consequently the cash losses through the Company's P&L (Rs 5.5 crores in JQ 2011 and Rs 22 crores per year on an annualized basis) stop from that date. The lenders to SCIF have been informed that a partial pre-payment of the loan will be made to them with the August instalment; this will be done using the cash collateral currently lying in a dollar fixed deposit; this will help to reduce the interest and debt repayment burden of SCIF, which in turn will ease the quantum of burden on the promoters of SCIF, including the Company, for making good any cash deficits in SCIF to meet all its obligations to the lenders and others.

An application has been made by the Company as the Promoter Shareholder of the Svadeshi Mills Company Limited (Svadeshi Mills) currently under liquidation to the Hon'ble High Court, Bombay seeking permission to get Svadeshi Mills out of liquidation. Your Company had advanced loans, as a promoter shareholder under the BIFR directions, aggregating Rs. 43.71 crores to Svadeshi Mills and is a secured creditor. The dues from Svadeshi Mills till 27th February, 2006 were adjudicated by the Liquidator at Rs. 57.39 crores. The Company is hopeful to receive the amount finally settled, the timing of which will be depending on receiving the permission from Hon'ble High Court, Bombay.

3. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

3.1 Details of these companies are set out in the statement, pursuant to Section 212 of the Companies Act 1956. Full accounts of these subsidiaries are available to the shareholders of the holding company and other investors at any point of time on request. These are also available for inspection to any investor, at the registered office of the Company and that of the subsidiary company concerned.

3.2 Eureka Forbes Limited, a wholly-owned subsidiary of the Company, has performed commendably well with a growth in revenue by 10% over previous year in spite of inflation at highest level in recent times though the increased competition with many new aggressive players has resulted in a significant pressure on

its margins. Its Subsidiaries, Joint ventures and Associate companies have also reported satisfactory results.

During the year, Aquamall Water Solutions Ltd., a wholly-owned subsidiary of Eureka Forbes Ltd., has developed and added various new models of Water Purifier to the company's range of models. This year saw the introduction of a new generation product for water purification in storage water category. This new product used an innovative technology that does not use any chemicals in the disinfection process.

Eureka Forbes Ltd. and its products received awards and recognition, as in previous years, in the current year also.

As mentioned earlier, Eureka Forbes Ltd. bought-back 2,27,000 shares i.e. 5.74 % of its share capital. During the year, Eureka Forbes Ltd. added one more wholly owned subsidiary, namely, EFL Mauritius Ltd. and alongwith that company, has executed a Share Purchase Agreement with the promoters of Lux International AG for acquiring 25% stake in Lux International AG, Switzerland.

Eureka Forbes Ltd. is also in the process of consolidating various business entities operating as its Subsidiaries, Joint ventures and Associate companies to have a leaner business structure and give related benefits in terms of cash flows, financial structure and fiscal optimisation

3.3 Forbes Technosys Ltd. (FTL), a wholly-owned subsidiary of the Company, posted a significant increase in turnover (48.86%) over the previous year, which resulted in a better operating performance (there was a 5.13% reduction on a percentage basis in loss compared with the previous year on account of higher revenues and changes in the product mix).

FTL has successfully executed a large contract for deployment of kiosks at a value of over Rs. 5 crores. It also secured an order of over Rs. 3 crores per annum from a leading nationalized bank for providing Managed Services for Kiosks and has established a state-of-the-art NNOCC (National Network Operations and Control Centre) that will serve as a backend for Transaction Kiosks and ATMs. FTL also got and executed its first order from Indonesia marking its foray into international markets, which will be developed further in the years ahead.

The Company is rapidly expanding its manufacturing operations and there has been a multi-fold increase in the production, deployment and sale of kiosks over the previous year.

FTL continues to invest in the development of new products, developing its own IP and Patents in the process, for an entry into related but new markets segments.

Cheque Truncation Ã FTL is the first company in India to get an ISO 9001:2008 certification from Image Service Bureau for its Cheque Truncation system. Apart from the centre in New Delhi, it has already established a new CTS Centre in Chennai (to capture the market from the next pilot of Reserve Bank of India) and has moved into a leadership position signing contracts with 28 banks in Chennai. These include both outright solution sales and also multi-year contracts for cheque processing.

Payment Systems - The payment systems landscape in the country is expected to undergo radical changes in the next 3-4 years and FTL is well positioned to take advantage of these changes by providing a variety of solutions including Kiosks, ATMs, Solutions for Financial Inclusion and Cheque Truncation Systems. FTL has developed its own innovative products and services suitable to the Indian context that can enable it to become a market leader in each of these product categories.

Transaction Automation - FTL has developed a range of solutions for enterprise mobility, Point of Sale devices, UID Kits, Any Time Payment Systems, ATMs and Kiosks to address existing and emerging opportunities in Transaction Automation.

Services - During the year, FTL recorded growth in its Kiosk based transaction network and also launched the franchisee based services network in Chennai. The transaction network will see a rapid geographical expansion in the coming years along with new electronic delivery services, which will be added to the portfolio.

3.4 Forbes Container Line Pte. Limited, Singapore, a wholly- owned subsidiary of the Company, entered into its fourth year of operation. The performance for the financial year saw an improvement with it posting a marginal profit after having been affected by the global financial meltdown, which affected adversely the fortunes of shipping companies.

3.5 SCI Forbes Limited, a joint venture company with The Shipping Corporation of India Limited (SCI) and Sterling Investment Corporation Pvt. Ltd. had acquired three chemical tankers during the financial year 2009-2010. The fourth ship added to its fleet during the year. During the year under review, all the four ships were fully operational.

Of the four tankers, 2 vessels were on charter to The Shipping Corporation of India Limited whilst the other 2 were time- chartered to Forbes & Company Ltd till 30th June 2011 under a standby charter agreement (exercise of a debt covenant by the lenders to SCI Forbes Ltd.). This agreement, as mentioned earlier, has been suspended w.e.f. 1st July 2011 and the vessels are now being operated by SCI Forbes Ltd. itself.

These vessels are deployed through a Pooling arrangement (specializing in the chemical tanker trade) which markets the tankers in West Asia-& Far East regions.

In 2010-11, the chemical trade passed through difficult times as it had not fully recovered from the financial crisis in the West. Further, the market was affected by an oversupply of tonnage, which kept the freight rates at lower levels. The market did show some signs of improvement in the beginning of 2010. But the improvement did not sustain due to shut down of chemical plants for maintenance in West Asia Gulf (WAG) and China during April & May, 2010 and lack of demand. Overall the effect of excess tonnage and a negative trade bias in the EU region has kept earnings low. The earnings and profitability were also affected due to rising fuel prices as also the costs associated with increasing piracy in the Arabian Sea and Indian Ocean.

3.6 Forbes Bumi Armada Limited, a joint venture company with Bumi Armada Berhad, Malaysia, did not have any significant operations during the year.

3.7 Forbes Bumi Armada Offshore Limited , another joint venture Company with Bumi Armada Berhad, Malaysia was incorporated on 29th October, 2010, with the specific objective of meeting bidding criteria of oil production companies like ONGC. The Company is pleased to inform the shareholders that this company has been awarded a 7-year contract by ONGC for providing and operating a Floating, Production Storage and Off-loading vessel (FPSO) to ONGC.

3.8 Assets of the Svadeshi Mills Company Limited continue to be in the hands of the Official Liquidator, High Court, Bombay. As mentioned earlier, an application to get the company out of liquidation has been filed with the Hon'ble High Court, Bombay.

4. DIRECTORS:

i) Mr. Shapoor P. Mistry, Mr. D. B. Engineer and Mr. Cyrus P. Mistry are due to retire by rotation and the Board of Directors commend their reappointment as Directors of the Company.

ii) Mr. Kaiwan D. Kalyaniwalla was appointed as an Additional Director of the Company on 29th October, 2010. He holds office upto the date of the ensuing Annual General Meeting and an item regarding his appointment is included in the Notice convening the Annual General Meeting. The Board of Directors commends his appointment as Director of the Company.

5. INTERNAL CONTROLS AND SYSTEMS:

The Company has an internal control system, which ensures that all transactions are satisfactorily recorded and reported and all assets are protected against loss from unauthorized use or otherwise. The Internal Control Systems are supplemented by an internal audit system carried out by a team under the direct supervision of the Head of Internal Audit. The findings of such internal audits are periodically reviewed by the management and suitable actions taken to address the gaps, if any, noted arising from such audits. The Audit Committee of the Board meets at regular intervals and addresses significant issues raised by both the Internal Auditors and the Statutory Auditors. The process of internal control and systems, statutory compliance, information technology, risk analysis and risk management are woven together, to provide a meaningful support to the management of the business.

6. CORPORATE GOVERNANCE:

The guiding principle of the Code of Corporate Governance is 'harmony' i.e. balancing the need for transparency with the need to protect the interest of the Company and balancing the need for empowerment at all levels with the need for accountability. A detailed report on Corporate Governance is attached; the 'Management Discussion and Analysis of Results of Operation' forms a part of this report and is not again repeated in the Corporate Governance Report. The Company voluntarily replaced its earlier "Code of Ethics" and adopted the more comprehensive "Code of Ethics" which was adopted by the Bombay Chamber of Commerce and Industry. The Company has also voluntarily put in place a "Whistle Blower" policy, which enables any stakeholder to raise issues of any concern in a safe and secure manner without any fear of repercussion on them.

7. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representation received from the operating management, confirm -

a. that in the preparation of the annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

b. that they have selected such accounting policies and applied them consistently and made judgment 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 or loss of the Company for that period;

c. that they have taken proper and sufficient care to the best of their knowledge and ability 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. that they have prepared the annual accounts on a going concern basis.

8. AUDITORS AND AUDIT REPORT:

You are requested to appoint Auditors for the current year and authorise the Board to fix their remuneration. It is proposed to re-appoint Messrs. Deloitte Haskins & Sells, Chartered Accountants as the Statutory Auditors of the Company to hold office from the conclusion of the forthcoming Annual General Meeting of the Company to the following Annual General Meeting of the Company. The Audit Report forms a part of the Annual Report.

9. CORPORATE SOCIAL RESPONSIBILITY:

The Company continued to support causes of public utility both directly and indirectly in the field of education, medical relief, relief of poverty and promotion of sports and art.

10. CONCERNS AND RISK MANAGEMENT:

Risk management process includes identification of risk, its underlying dynamics, mitigation mechanism, prioritization of risk, measurement of key indicators and monitoring system. A Company wide awareness of risk management policies and practices are being inculcated to minimize the adverse effect of risks on the operating results and the subject of management of risks is being approached in a planned and co-ordinated manner. Elucidation of role clarity, understanding of level of authority and reporting system is expected to help this process significantly. It is realized that this is a continuous process, requiring continued updating, based on changing business conditions and that, risk management and performance improvement will go hand in hand.

11-. HUMAN RESOURCE DEVELOPMENT AND INDUSTRIAL RELATIONS:

i) Human Resource Development

a) Learnings - An exercise on the theme Bigger, Better, Faster, and Organization Development Initiative continued during the entire year covering all the management employees. A total of 5 workshops were conducted during 1st April, 2010 and 31st March, 2011. These workshops were conducted by faculty from Indian Institute of Management, Bangalore (IIMB) who undertook this exercise.

b) Recruitment - In order to bridge the gap between knowledge and skill and thus to strengthen the businesses, a number of professionals were hired from leading Companies.

ii. Industrial Relations

Cordial relationship which has helped in boosting productivity continues to be maintained with various Unions and there has been no loss of man hours due to industrial unrest.

iii. General

In order to ensure uniform functioning and smooth administration a Shared Services in respect of Accounts function have been created.

12. PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT 1956:

Following statements are attached and form a part of this report Ã

(a) The particulars of employees as required under Section 217(2A) read with the Companies (Particulars of Employees) Rules 1975, as amended forms part of the Report. Having regard to the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to the shareholders excluding the

statement of particulars of employees under Section 217(2A) of the Companies Act, 1956. Any shareholder interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

(b) Information relating to the Conservation of Energy, Technology Absorption and under Section 217(2A) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

(c) Information relating to SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 Ã the information about the entities constituting "Group" is given in the statement annexed to this report.

13. ACKNOWLEDGEMENT:

Your Company continues to occupy a place of respect amongst the many stakeholders it is associated with, most of all our

valued customers. The Directors commend the continued commitment and dedication of employees at all levels. The Directors also wish to acknowledge and thank all other stakeholders for their valuable sustained support and encouragement. Your Directors look forward to receiving similar support and encouragement from all stakeholders in the years ahead.

For and on behalf of the Board of Directors

SHAPOOR P. MISTRY CHAIRMAN Mumbai, 19th July, 2011

Mar 31, 2010

The Directors submit their Report and the Audited Accounts of the Company for the year ended 31st March, 2010.

1. FINANCIAL RESULTS:

The results for the current year and those for the previous year are set out in this paragraph.

Rupees in Crores

For the year ended For the year ended

31st March, 2010 31st March, 2009

Sales, Services and Other Income 217.06 211.95

Less: Expenditure 212.65 241.75

Profit /(Loss) after Interest and before Depreciation 4.41 (29.80)

Less: Depreciation 16.54 11.99

Profit/(Loss) after Depreciation (12.13) (41.79)

Less: Provision for Doubtful Loans & Advances

and for diminution in value of investments 0.55 4.68

(12.68) (46.47)

Add: Profit for the year ended 31.3.2009 in respect of Shipping Agency Division of Volkart Fleming Shipping and Services Ltd., pursuant to Scheme of Demerger and transfer 2.46 -

Profit/(Loss) before taxation (10.22) (46.47)

Less: Provision for Taxation

- (Reversal)/Provision relating to previous year 1.91 0.12

- for Fringe Benefit Tax - 0.81

- for Wealth tax 0.13 0.15

- for Deferred tax - (0.06)

Profit/(Loss) after Taxation (12.26) (47.49)

Add: Balance brought forward (31.68) 15.81

Balance Carried to Balance Sheet (43.94) (31.68)

2. MANAGEMENT DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITIONS: Comments are set out in the following paragraphs.

2.1 ENGINEERING:

The performance of Engineering Solutions Group was impacted, mainly due to downturn in Automobile industry during the second half of the year. However, the situation had improved towards end of the year. In response, the Engineering Division restructured its businesses into two main groups viz., Engineering Solutions Group and Energy Solutions Group (ESG) to bring synergy and offer value-added solutions to the customers.

Various initiatives are underway, these include, product augmentation, re-layout of production lines, closure of non-performing products and outsourced supplies of standard products. Initiative to enter non-auto sectors, like Defence and Aerospace, have also commenced.

Energy Solutions Group (ESG) changed its business model from representing Dresser-Rand, USA and Gardner Denver, USA to becoming Value Added Reseller (VAR) and has been successful in establishing its presence as a vendor for supply of Steam Turbine and Blower Packages for extremely demanding customers like BHEL, Ingersoll Rand, L&T, etc. ESG could also undertake the erection and commissioning activities for its major customers like HPCL, Vizag and IOCL, Panipat sites. Going forward, ESG has envisaged forays into hitherto unchartered territories like ÃEngineering Procurement and Construction (EPC) contracting for small and medium power projects, ÃRefurbishing and Modernisation (R&M) activities and putting up Ãgrid-connected biomass-based power plants on BOOT basis. ESG has planned to put up a modern facility for turbine refurbishing at Waluj, Aurangabad and this facility will be ready by the end of 2010.

2.2 LOGISTICS SOLUTIONS AND SHIPPING RELATED ACTIVITY:

The impact of recession on the Shipping industry continued during FY 2009-10, which had an impact on the Container Freight Station (CFS) business. The year saw a huge decline in throughput of container volumes in JNPT (Nhava Sheva Port) as MLOs (Main Line Operators) curtailed / consolidated their services to JNPT. Our main customer NYK Line stopped their ICX service, which was nominated to our CFS. This had a direct adverse effect on our volumes at CFS-Veshvi, which saw more than 80% decline in import volumes. Even though NYK resumed operations in Veshvi from January, 2010 with a different service, our earnings in CFS - Veshvi were impacted due to reduced ground rent income and stiff cost pressures.

In Mundra, we succeeded in getting nominations from two reputed MLOs - Hapag Lloyd and CSAV, which started operations in August, 2009 and November, 2009 respectively. Even though import volumes increased, but here, too, like Veshvi, our earnings were strained due to lower operating margins. In CFS - Mundra large chunk of business comes from Cotton Exporters. Cotton export from Mundra did show signs of recovery initially but it was not sustained mid Ã season, since the cargo was diverted to the port of Pipavav. We, therefore, did not earn the expected revenue from exports.

In Logistics, we introduced end-to-end freight forwarding solution, with an outsourced model. During the year, we provided services to our Group companies, which created learning -base and the platform for us to expand aggressively in the market place in the year 2010-11.

In our Agency business, we faced severe pressures on our revenue and margins due to dropping freight rates. However, we managed to keep our Principals satisfied and met their expectations.

2.3 UPMARKET BRANDS:

After a review, the Company had decided to exit the business as it had no strategic fit. The Company was holding the licence from a foreign brand. Our efforts to sub-license it, were not successful. It was, therefore, decided to surrender it after a negotiated settlement with the licensor.

2.4 OTHERS:

The Company has a number of assets in the form of real estate in Mumbai, Chennai, Kolkata and Delhi. Regular efforts are being made to monetise their value or engage them gainfully in order to get long-term benefits.

At the same time, Branch offices at different locations are being consolidated in order to improve efficiency as well as minimise costs. Last year, operations in Chennai were consolidated. This year operations in Kolkata and Bangalore were consolidated.

2.5 FINANCE AND CORPORATE:

The Company continued to face liquidity crunch. Despite this, the Company was able to bring down its overall borrowings by Rs. 5422.71 lakhs and net interest cost by Rs. 46.51 lakhs. This was a result of continued monitoring and better working capital management, disposing off assets, which were not likely to be employed gainfully, curtailing the activities, which were not remunerative or viable, transferring businesses within the group with strategic fit, replacing high-cost borrowings with low-cost borrowings, sale of non-core investments, etc. Eureka Forbes Ltd., and Latham India Ltd. (now known as Forbes Campbell Finance Ltd.), the wholly-owned subsidiaries of the Company, decided to buy-back a portion of their share capital, which also helped improve liquidity and reduce borrowings.

2.6 OUTLOOK FOR FUTURE AND POST BALANCE SHEET EVENTS:

The restructuring of the business portfolio including exiting of non-core business verticals, segments and investing in selectively chosen ones will continue into 2010-2011; this is expected to lay the foundation and shape the organisation into a focussed one for the future. SAP was rolled out, enterprise-wide and information is now available on a real-time basis for effective decision making.

The company would continue its focus on Shipping, Logistics, Engineering and Energy. It will also invest in the Business and Financial Automation Business and Services through its wholly owned subsidiary Forbes Technosys Ltd. The shipping and offshore business as housed in SCI Forbes Ltd., and Forbes Bumi Armada Ltd., would continue to be in an investment mode for the next few years.

An exercise to rationalise the legal structure including investments and businesses of the Company and its subsidiaries was continued during the year. The highlights were:

- Completion of the merger of 5 group companies into another company w.e.f. 1st April, 2008.

- Completion of demerger of Business Automation Group in a subsidiary company.

- Disposal of the shareholding in Next Gen Publishing Ltd.

- Disposal of Optionally Convertible Preference Shares held in Forbes Infotainment Ltd.

3. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

3.1 Details of these companies are set out in the statement, pursuant to Section 212 of the Companies Act 1956. Full accounts of these subsidiaries are available to the shareholders of the holding company and other investors at any point of time on request. These are also available for inspection to any investor, at the registered office of the Company and that of the subsidiary company concerned.

3.2. Eureka Forbes Ltd., and its subsidiaries performed reasonably well even though their margins and performance, are under pressure due to changing nature of trade and with increasing competition from the well-established names in the industry. It introduced new models of water purifiers to face the competition. Its subsidiary company, which is engaged in industrial cleaning business, received contracts from Indian Railway. During the year, Eureka Forbes Ltd., bought-back 3,05,000 shares i.e. 7.16 % of its share capital. During the year, Eureka Forbes Ltd., added two more subsidiaries, namely, Radiant Energy Systems Pvt. Ltd. and Waterwings Equipments Pvt. Ltd.

3.3 Forbes Technosys Ltd. (FTL) Ã The business related to the Business Automation Group (BAG) of Forbes & Company Ltd. was transferred to FTL, as a part of strategic transfer of businesses within the Group. As a result, there had been a significant increase in the turnover of FTL. There was also a significant reduction in loss compared to previous year due to higher revenues and changes in the product-mix. FTL secured a large contract from State Bank of India for deployment of kiosks. It is expanding its manufacturing operations, which got ISO 9001:2008 certification during the year. The Company has fully deployed and made operational its kiosks for payment collection for PSEB (Punjab State Electricity Board) and several other Electricity Boards, TATA Indicom, BSNL and TATA Power. The Company continues to invest in the development of new products and entry into new market segments. It has launched several new models of Kiosks and has a strong order book for deployment of kiosks on a transaction fee model.

3.4 Forbes Container Line Pte. Ltd., Singapore entered into its third year of operations. While the performance for the financial year saw a drop, both, in volume and freight earnings due to global recession, there are signs of revival and the Company expects improved performance in the current year.

3.5 SCI Forbes Ltd., is a joint venture of The Shipping Corporation of India Ltd., (SCI) and Shapoorji Pallonji Group. It acquired three vessels during the financial year 2009-2010.

The first vessel MT. Asavari was delivered on 5th August, 2009. Subsequently MT. Bhairavi and MT. Neelambari were added to the Companys fleet on 30th October, 2009 and 17th March, 2010, respectively.

All the three vessels are time-chartered to the promoters, of which, MT. Asavari and MT. Neelambari are time-chartered to The Shipping Corporation of India Ltd., and MT. Bhairavi is time-chartered to Forbes & Company Ltd.

The promoters had sub-chartered the respective vessels to the Yamuna Pool Inc., which is a part of the WOMAR Pool.

The WOMAR Pool specialises in chemical trade and markets the vessels in West Asia-Far East region.

The Company has paid cash-collateral of about US$ 26.21 Million to the Lenders, due to decrease in the asset values, to comply with the value maintenance clause of the loan agreement.

The Company intends to utilise the cash collateral to procure one vessel, which will improve the cash position of the Company.

3.6 Forbes Bumi Armada Limited had a successful year. It, successfully, completed execution of the contract with British Gas for an offshore vessel. During the year, it signed a contract with Larsen & Toubro Limited for an offshore vessel for their prestigious Maersk Oil Qatar project. The Company is actively participating in tenders related to offshore projects.

The company declared a maiden dividend of 8% for the year under review.

3.7 The Company has decided to curtail its exposure to Forbes Edumetry Ltd. and Edumetry Inc. U.S.A., and has fully impaired its investments in these companies. The future of the company is currently under review.

3.8 Forbes Infotainment Ltd., underwent financial restructuring and the future strategy for the company is under review.

3.9 Assets of the Svadeshi Mills Company Ltd. continue to be in the hands of the Official Liquidator, High Court, Bombay. The Company will do everything possible to realise loans of Rs. 44 crores advanced to this company (fully provided for in the Accounts of the Company).

3.10 The process of demerging Shipping Agency business of Volkart Fleming Shipping & Services Ltd., into the parent company was completed. This will enable consolidation of the Agency business under one legal entity.

4. DIRECTORS:

Mr. Pallonji S. Mistry and Mr. R. N. Jha retire by rotation. The Board of Directors commend their re-appointment as Directors of the Company.

Mr. D. S. Soman also retires by rotation. In view of his advancing years, he has not offered himself for re-appointment. The Board of Directors has decided to accept his request with deep regret. Mr. Soman was invited, during 1988, to join the Board of Directors of the erstwhile, Forbes Forbes Campbell & Co. Ltd., as an Alternate Director to Mr. F. H. Kemple. In 1992, Mr. Soman was invited to join the newly-constituted Board of Directors of the Company after the amalgamation of Forbes Forbes Campbell & Co. Ltd., with the Company and has been a Director of the Company, since then. The Board of Directors places on record their sincere appreciation for the valuable services rendered by Mr. Soman to the Board and to the Company during his tenure as a Director of the Company. Board of Directors has decided, for the time being, not to make new appointment in the resultant vacancy on the Board of Directors.

5. INTERNAL CONTROLS AND SYSTEMS:

The Company has an internal control system which ensures that all transactions are satisfactorily recorded and reported and all assets are protected against loss from unauthorised use or otherwise. The Internal Control Systems are supplemented by an internal audit system carried out by independent firms of Chartered Accountants and a periodical review by the management. The Audit Committee of the Board meets at regular intervals and addresses significant issues raised by both the Internal Auditors and the Statutory Auditors. The process of internal control and systems, statutory compliance, risk analysis and its management and information technology are woven together, to provide a meaningful support to the managerial process.

6. CORPORATE GOVERNANCE:

The guiding principle of the Code of Corporate Governance is Ãharmony i.e. balancing the need for transparency with the need to protect the interest of the Company and balancing the need for empowerment at all levels with the need for accountability. A detailed report on Corporate Governance is attached; the ÃManagement Discussion and Analysis of Results of Operation forms a part of this report and is not again repeated in the Corporate Governance Report.

7. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representation received from the operating management, confirm -

a. that in the preparation of the annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

b. that they have selected such accounting policies and applied them consistently and made judgment 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 or loss of the Company for that period;

c. that they have taken proper and sufficient care to the best of their knowledge and ability 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. that they have prepared the annual accounts on a going concern basis.

8. AUDITORS AND AUDIT REPORT:

You are requested to appoint Auditors for the current year and authorise the Board to fix their remuneration. It is proposed to re-appoint Messrs. Deloitte Haskins & Sells, Chartered Accountants as the Statutory Auditors of the Company to hold office from the conclusion of the forthcoming Annual General Meeting of the Company to the following Annual General Meeting of the Company.

9. CORPORATE SOCIAL RESPONSIBILITY:

The Company continued to support causes of public utility, both, directly and indirectly, in the field of education, medical relief, relief of poverty and promotion of sports and art.

10. CONCERNS AND RISK MANAGEMENT:

Risk management process includes identification of risk, its underlying dynamics, mitigation mechanism, prioritisation of risk, measurement of key indicators and monitoring system. A Company wide awareness of risk management policies and practices is being inculcated to minimise the adverse effect of risks on the operating results and the subject of management of risks is being approached in a planned and co-ordinated manner. Elucidation of role clarity, understanding of level of authority and reporting system are expected to help this process significantly. It is realised that this is a continuous process, requiring continued updating, based on changing business conditions and that, risk management and performance improvement will go hand in hand.

11. HUMAN RESOURCE DEVELOPMENT AND INDUSTRIAL RELATIONS:

As a sequel to the theme of ÃFixing the Business, an exercise for becoming ÃBigger, Better, Faster has been undertaken. In order to do this, two workshops were conducted with the help of Indian Institute of Management, Bangalore, (IIM- B) which has been engaged to carry out various Organisational Development initiatives.

In order to strengthen the businesses, few leadership positions have been filled by appointing professionals who bring in knowledge and skills from reputed companies.

On Industrial Relations front, after a prolonged negotiations, an orderly exit was worked out for Hosur Unit, which was into manufacturing of Motors, since the same was most unproductive and unviable.

12. PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT 1956:

Following statements are attached and form a part of this reportÃ

(a) The particulars of employees as required under Section 217(2A) read with the Companies (Particulars of Employees) Rules 1975, as amended, forms part of the Report. Having regard to the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to the shareholders excluding the statement of particulars of employees under Section 217(2A) of the Companies Act, 1956. Any shareholder interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

(b) Information relating to the Conservation of Energy, Technology Absorption as required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

(c) Information relating to SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 Ã the information about the entities constituting "Group" is given in the statement annexed to this report.

13. ACKNOWLEDGEMENT:

Your Company continues to occupy a place of respect amongst the many stakeholders it is associated with, most of all our valued customers. The Directors commend the continued commitment and dedication of employees at all levels. The Directors also wish to acknowledge and thank all other stakeholders for their valuable sustained support and encouragement. Your Directors look forward to receiving similar support and encouragement from all stakeholders in the years ahead.

For and on behalf of the

Board of Directors

SHAPOOR P. MISTRY

Chairman

Mumbai, 13th August, 2010

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