#MDStart#
Dear Members,
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 Companys performance, as per Indian Accounting Standards (IND AS), during the Financial Year under review is summarized as follows:
in Lakhs
Particulars | Standalone | Consolidated | ||
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 ("IND AS") 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 ("Act") 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 countrys 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 specifically businesses, 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:
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 Companys 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 "FPSO" 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 Honble 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 Honble 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 Svadeshis assets on January 23, 2025.
GVEPL and the Company filed Special Leave Petition (SLP) before the Honble Supreme Court against the impugned order dated January 22, 2025. The Honble 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 Honble 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: Rs. 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 |
Rs. 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/ | Standalone | Explanation for change of 25% or more | |
Indicators | 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% |
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 ("EBIDTA") (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 ("PBT")
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 companys 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.
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.
Compliance with laws and regulations is an essential part of your Companys 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 Companys 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
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 Audit
Committee. The findings of such internal audits are periodically 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 Companys 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 Womens 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 long- term 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 ("Act") 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
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 sweat equity shares 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 arms 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 shareholders 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 Companys 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 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)
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 II 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 companys 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.
Orders Passed by the Regulators or Significant
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, Stakeholders 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 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 self- assessment questionnaire and feedback/input 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.
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 III 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.
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.
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 108th 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 IV 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 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 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 Boards Report and the Management Discussion & Analysis describing the Companys 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 Companys 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.
For and on behalf of the Board | ||
Nirmal Jagawat | M. C. Tahilyani | |
Whole-time Director | Chairman | |
Mumbai, April 30, 2025 | DIN: 01854117 | DIN: 01423084 |
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