Nature of the Event

Forbes & Company Limited has issued a notice for a Postal Ballot to seek shareholder approval for a special resolution regarding the payment of commission to its Independent Directors. This intimation is made pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Key Quantitative Figures and Proposal

The resolution seeks approval for:

  • Payment of commission not exceeding 1% per annum of the net profits of the Company to the Independent Directors for the relevant financial year.
  • In the event of no profits or inadequate profits, the Company shall pay commission by way of remuneration in accordance with the limits specified in Schedule V to the Companies Act, 2013, up to ₹60 lakhs in aggregate (₹20 lakhs to each Independent Director).
  • This remuneration is in addition to sitting fees and reimbursement of expenses for attending meetings.

Dates and Voting Process

  • Cut-off Date: Friday, August 28, 2026 (for determining shareholders eligible to vote).
  • Remote E-Voting Period: Commences on Friday, September 04, 2026, at 09:00 AM (IST) and concludes on Saturday, October 03, 2026, at 05:00 PM (IST).
  • Result Declaration: On or before Tuesday, October 06, 2026.
  • Deemed Date of Passing: If approved, the resolution will be deemed passed on October 03, 2026.
  • The notice is being sent only by electronic mode to shareholders whose email addresses are registered. Physical copies are not being sent.
  • The company has appointed Mr. Harshvardhan Tarkas (Practicing Company Secretary, Certificate of Practice No. 24169) as the Scrutinizer.
  • The company has engaged Central Depository Services (India) Limited (CDSL) to facilitate the e-voting process.

Parties Involved

  • Registrar & Transfer Agent: MUFG Intime India Private Limited (RTA)
  • Depositories: National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL)
  • Scrutinizer: Mr. Harshvardhan Tarkas
  • Independent Directors: Mr. Nikhil Bhatia, Ms. Bapsy Dastur, Mr. Paras Savla

Purpose and Rationale

The explanatory statement provides the following rationale:

  • Independent Directors are professionals with high expertise in areas like business strategy, corporate governance, finance, and risk management.
  • Regulatory requirements (Companies Act, 2013 and SEBI LODR) have strengthened corporate governance norms, increasing the accountability and time commitment required from the Board, particularly Independent Directors.
  • The payment is intended to compensate them for their increased responsibilities and guidance provided to the management team.
  • The Board, based on the recommendation of the Nomination and Remuneration Committee, approved the payment at its meeting held on August 14, 2026.

Financial and Operational Impact

  • The commission is a variable cost linked to profitability (up to 1% of net profits).
  • In loss-making or low-profit scenarios, it becomes a fixed cost of up to ₹60 lakhs per annum.
  • The explanatory statement notes that profitability in the Coding and Industrial Automation business was impacted in FY 2025-26 due to under-absorption of overheads, cost pressure from currency fluctuations, higher commodity prices, and geopolitical developments. Major revenues from the VICINIA real estate project were recognized in earlier years.
  • The company states that profitability may be impacted in FY 2026-27 due to reduced revenue from the real estate project and potentially lower-than-expected revenues in the automation business.
  • The company is focused on enhancing its laser machine portfolio and expanding sales in sectors like steel, pharmaceuticals, and FMCG to improve future performance.

Capital Structure Impact

No direct impact on the capital structure (e.g., share capital, dilution) is mentioned. The resolution pertains solely to the remuneration of directors.

Director Information (FY 2025-26)

  • Mr. Nikhil Bhatia (DIN: 00414281): Appointed May 16, 2019. Received sitting fees of ₹8.00 lakhs and a commission of ₹25 lakhs (approved previously). Attended 5 board meetings.
  • Ms. Bapsy Dastur (DIN: 09623277): Appointed September 01, 2024. Received sitting fees of ₹3.00 lakhs and a commission of ₹25 lakhs (approved previously). Attended 5 board meetings.
  • Mr. Paras Savla (DIN: 00516639): Appointed August 05, 2024. Received sitting fees of ₹7.50 lakhs and a commission of ₹25 lakhs (approved previously). Attended 5 board meetings.
  • The proposed commission for FY 2025-26 is ₹20 lakhs for each director, based on their contribution and the company's performance.

Financial Performance Reference (Standalone)

The notice provides standalone financials for context:

  • FY 2023-24: Total Income ₹12,345.15 lakhs; Profit after tax ₹2,033.19 lakhs.
  • FY 2024-25: Total Income ₹19,684.12 lakhs; Profit after tax ₹2,693.47 lakhs.
  • FY 2025-26: Total Income ₹7,313.90 lakhs; Profit after tax ₹1,471.88 lakhs.