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Directors Report of Forbes & Company Ltd.

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

 
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