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Forbes & Company Ltd AGM Information 2021

Aug 24, 2021

61554_rns_2021-08-24_eaac1b60-9040-4c6d-91fa-7820cf67ba16.pdf

AGM Information

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August 24, 2021

General Manager, Department of Corporate Services, Bombay Stock Exchange Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001

Security Code : 502865 Security ID : FORBESCO

Dear Sir,

Sub: Notice of 102nd Annual General Meeting of the Company for the Financial Year 2020-2021

Pursuant to Regulation 30 read with paragraph A of Part A of Schedule Ill of the SEBI (listing Obligations & Disclosure Requirements) Regulations, 2015 (Listing Regulations), attached herewith is the Notice and Explanatory Statement of 102nd Annual General Meeting of the Members of Forbes & Company Limited to be held on Thursday, September 16, 2021 at 4.00 p.m. (IST) through Video Conferencing ('VC' )/Other Audio Visual Means ('OAVM' ).

The Annual Report for the Financial Year 2020-2021 is also available on the website of the Company, www.forbes.co. in

Kindly acknowledge receipt.

Yours faithfully, For Forbes & Company Limited

~~-\ \~

Pankaj Khattar Head Legal and Company Secretary

Forbes & Company Limited. Forbes Building, Charanjil Rai Marg, Fort, Mumbai 400 001 . Tel.: +91 22 61358900 Fax: +91 22 61358901 www.forbes.co.in CIN No.: L17110MH1919PLC000628 FORBES

NOTICE

NOTICE is hereby given that the 102nd Annual General Meeting of the Members of Forbes & Company Limited will be held on Thursday, September 16, 2021 at 4.00 p.m. through Video Conferencing ('VC')/ Other Audio Visual Means (OAVM) to transact the following business:

ORDINARY BUSINESS:

  • 1. To consider and adopt:
  • a. the Audited Financial Statements of the Company for the Financial Year ended March 31, 2021 together with the Report of the Board of Directors and the Auditors thereon; and
  • b. the Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2021 together with the Report of the Auditors thereon.
  • 2. To appoint a Director in place of Mr. Shapoor P. Mistry (DIN:00010114), who retires by rotation and being eligible, seeks re-appointment.

SPECIAL BUSINESS

3. Ratification of remuneration to Cost Auditors

To consider and, if thought fit, to pass the following resolution, as an Ordinary Resolution:

"Resolved that pursuant to the provisions of Section 148 (3) and all other applicable provisions, if any, of the Companies Act, 2013 ("the Act") (including any statutory modification(s) or re-enactment thereof), read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, the remuneration of ` 4.00 lakhs plus applicable taxes and out of pocket expenses payable to M/s. Kishore Bhatia & Associates, Cost Accountants (Firm Registration No. 00294), the Cost Auditors appointed by the Board of Directors of the Company, to conduct the audit of the cost accounts of the Company for the financial year ending March 31, 2022 be and is hereby ratified and confirmed.

Resolved further that the Board of Directors of the Company (including any duly constituted Committee thereof) be and is hereby authorized to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution."

By Order of the Board

Pankaj Khattar

Head Legal & Company Secretary

Mumbai, June 25, 2021

Registered Office:

Forbes' Building, Charanjit Rai Marg, Fort, Mumbai 400 001 Tel: +91 22 6135 8900, Fax: +91 22 6135 8901 Email: [email protected] CIN: L17110MH1919PLC000628 Website: www.forbes.co.in.

NOTES:

    1. The Explanatory Statement pursuant to Section 102 (1) of the Companies Act, 2013 ("the Act") with respect to the special business set out in the Notice is annexed hereto. Additional information pursuant to Regulation 36(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [SEBI (LODR)] in respect of Director seeking re-appointment at the Annual General Meeting (AGM) is annexed as Annexure to this Notice.
    1. In view of the COVID-19 pandemic, the Ministry of Corporate Affairs (MCA) has vide its General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular No. 20/2020 dated May 5, 2020, General Circular No. 33/2020 dated September 28, 2020, General Circular No. 39/2020 dated December 31, 2020 and General Circular No. 10/2021 dated June 23, 2021 (collectively referred to as 'MCA Circulars') permitted the holding of the General Meetings through VC/OAVM, without the physical presence of the Members at a common venue. In compliance with the provisions of the Act, SEBI LODR, SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 and SEBI Circular No. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021 issued by the Securities and Exchange Board of India and the MCA Circulars, the 102nd AGM of the Company is being conducted through VC/OAVM Facility, which does not require physical presence of Members at a common venue. The deemed venue of the 102nd AGM shall be registered office of the Company.

In compliance with the aforesaid circulars issued by MCA and SEBI, Notice of the 102nd AGM alongwith the Annual Report for the Financial Year 2020 – 21 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/Depositories. Notice and Annual Report for the Financial Year 2020-21 are also available on the website of the Company www.forbes.co.in/

Members holding shares in physical mode and whose email IDs are not registered, are requested to register their email ID with TSR Darashaw Consultants Private Limited (RTA) at [email protected] or investor.relations@forbes. co.in, by sending a duly signed request letter mentioning their Name as registered with the RTA, Address, email ID, Mobile Number, self-attested copy of PAN, DPID/Client ID or Folio Number and number of shares held. Shareholders

holding shares in dematerialized mode are requested to register/update their email address with the relevant Depository Participants.

    1. Since the AGM is being held pursuant to the Circulars issued by the Ministry of Corporate Affairs through VC/OAVM, physical attendance of Members has been dispensed with. Accordingly the facility to appoint a proxy by a Member will not be available for the AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice. Members attending the AGM through VC/OAVM shall be counted for the purpose of reckoning the quorum under section 103 of the Act. However, the Body Corporates are entitled to appoint authorized representatives to attend the AGM through VC/OAVM and participate there at and cast their vote through remote e-voting.
    1. Institutional / Corporate Members are requested to send to the Company a scanned copy (pdf/Jpg format) of certified Authorisation / Board Resolution with attested specimen signature of the duly authorized signatory(ies) who are authorised to participate in the AGM through VC/OAVM on their behalf and to vote through remote e-voting to the Scrutinizer by email to [email protected] with a copy marked to [email protected] and [email protected]/
    1. The Register of Members and the Share Transfer Books of the Company will remain closed from Friday, September 10, 2021 to Thursday, September 16, 2021 (both days inclusive).
    1. Members are requested to immediately notify the REGISTRARS AND SHARE TRANSFER AGENTS or the DEPOSITORY PARTICIPANTS (in case of shares which have been dematerialised) of any change in their address.
    1. Members who wish to claim dividend, which remain unclaimed, are requested to either correspond with the Company or the Registrar and Share Transfer Agents, TSR Darashaw Consultant Private Limited, Unit: Forbes & Company Limited, C-101, 1st Floor, 247 Park, Lal Bahadur Shastri Marg, Vikhroli (west), Mumbai 400 083.

Due dates for transfer of unclaimed and unpaid dividends declared by the Company to IEPF are as under:

Financial Year
ended
Date of declaration
of dividend
Due date for transfer
to IEPF
March 31, 2017 August 24, 2017 September 28, 2024
March 31, 2018 September 25, 2018 October 30, 2025
March 31, 2019 August 26, 2019 September 30, 2026

Members are requested to send their request for claiming unclaimed dividend atleast 10 (ten) days before the date of transfer to Investor Education and Protection Fund (IEPF).

Pursuant to the provisions of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ('IEPF Rules'), the Company has uploaded the details of unpaid and unclaimed dividends lying with the Company as on September 28, 2020 (date of last AGM) on the website of the Company, www.forbes.co.in/

Members are requested to note that all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more shall be transferred by the Company to demat account of the IEPF Authority within a period of thirty days of such shares becoming due to be transferred to the IEPF.

Members whose unclaimed dividends/shares have been transferred to IEPF, can claim the same from the IEPF Authority by following the procedure as detailed on the website of IEPF Authority http://www.iepf.gov.in/IEPF/refund.html

    1. As per Regulation 40 of SEBI LODR, securities of listed companies can be transferred only in dematerialized form with effect from, April 1, 2019, except in case of request received for transmission or transposition of securities. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, Members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Members can contact the Company or Company's Registrars and Transfer Agents, TSR Darashaw Consultants Private Limited ('RTA') for assistance in this regard.
    1. Members desiring any additional information/ clarification on the Financial Statements are requested to send such requests at the earliest through email on [email protected] on or before September 14, 2021. The same will be replied by the Company suitably at the AGM.
    1. Members desiring inspection of Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Act, the Register of Contracts or Arrangements in which the directors are interested, maintained under Section 189 of the Act during the AGM may send their request in writing to the Company to [email protected] by September 14, 2021.
    1. Since the AGM will be held through VC/OAVM Facility, the Route Map is not annexed in this Notice.
    1. In case of jointholders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote at the AGM.
    1. National Securities Depository Limited ("NSDL") will be providing facility for voting through remote e-Voting, for participation in the 102nd AGM through VC/OAVM Facility and e-Voting during the 102nd AGM.
    1. Members may join the 102nd AGM through VC/OAVM Facility by following the procedure as mentioned below which shall be kept open for the Members 30 minutes before the time scheduled to start the 102nd AGM and 15 minutes after the scheduled time to start the 102nd AGM.
    1. Members may note that the VC/OAVM Facility, provided by NSDL, allows participation of upto 1,000 Members on a first-come-first-served basis. The large Members (i.e. Members holding 2% or more shareholding), promoters, institutional investors, directors, key managerial personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, auditors, etc. can attend the 102nd AGM without any restriction on account of first-come first- served principle.

16. Instruction for remote E-Voting

  • I. In compliance with provisions of Section 108 of the Act, Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended and Regulation 44 of SEBI LODR, the Company is pleased to provide members facility to exercise their right to vote on resolutions proposed to be considered at the AGM by electronic means, through e-Voting Services provided by NSDL. Those Members participating in the AGM through VC/OAVM Facility and who have not cast their vote by remote e-voting shall be able to exercise their right to vote through e-voting system during the AGM.
  • II. The Members who have cast their vote by remote e-voting prior to the AGM may also participate in the AGM through VC/ OAVM Facility but shall not be entitled to cast their vote again.
  • III. The remote e-voting period commences on Monday, September 13, 2021 (9:00 am) (IST) and ends on Wednesday, September 15, 2021 (5:00 pm) (IST). During this period Members' of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of September 9, 2021 may cast their vote by remote e-voting. The remote e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently.

IV. The process and manner for remote e-voting are as under:

How to vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned below:

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting and joining virtual meeting for Individual Shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, individual shareholders holding securities in demat mode are allowed to vote through their demat accounts maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for individual shareholders holding securities in demat mode is given below:

Type of Login Method
Shareholders
Individual
Shareholders
holding securities
in demat mode
with NSDL.
1. Existing IDeAS user can visit the e-Services
website of NSDL Viz. https://eservices.
nsdl.com either on a Personal Computer or
on a mobile. On the e-Services home page
click on the "Beneficial Owner" icon under
"Login" which is available under 'IDeAS'
section, this will prompt you to enter your
existing User ID and Password. After
successful authentication, you will be able
to see e-Voting services under Value added
services. Click on "Access to e-Voting"
under e-Voting services and you will be able
to see e-Voting page. Click on company
name or e-Voting service provider i.e.
NSDL and you will be re-directed to
e-Voting website of NSDL for casting your
vote during the remote e-Voting period or
joining virtual meeting and voting during
the meeting.
2. If you are not registered for IDeAS
e-Services, option to register is available at
https://eservices.nsdl.com. Select "Register
Online for IDeAS Portal" or click at
https://eservices.nsdl.com/SecureWeb/
IdeasDirectReg.jsp
3. Visit the e-Voting website of NSDL. Open
web browser by typing the following URL:
https://www.evoting.nsdl.com/ either on a
Personal Computer or on a mobile.

Once the home page of e-Voting system
is launched, click on the icon "Login"
which is available under 'Shareholder/
Member' section. A new screen will open.
You will have to enter your User ID (i.e.
your sixteen digit demat account number
held with NSDL), Password/OTP and a
Verification Code as shown on the screen.
After successful authentication, you will
be redirected to NSDL Depository site
wherein you can see e-Voting page. Click
on company name or e-Voting service
provider i.e. NSDL and you will be
redirected to e-Voting website of NSDL
for casting your vote during the remote
e-Voting period or joining virtual meeting
and voting during the meeting.
4. Shareholders/Members can also download
NSDL
Mobile App
"NSDL
Speede"
facility by scanning the QR code mentioned
below for seamless voting experience.
Individual
Shareholders
holding securities
in demat mode
with CDSL
1. Existing users who have opted for Easi /
Easiest, they can login through their user id
and password. Option will be made available
to reach e-Voting page without any further
authentication. The URL for users to login
to Easi / Easiest are https://web.cdslindia.
com/myeasi/home/login or www.cdslindia.
com and click on New System Myeasi.
2. After successful login of Easi/Easiest the
user will be also able to see the e-Voting
Menu. The Menu will have links of
e-Voting service provider i.e. NSDL. Click
on NSDL to cast your vote.
3. If the user is not registered for Easi/Easiest,
option to register is available at https://
web.cdslindia.com/myeasi/Registration/
EasiRegistration
4. Alternatively, the user can directly access
e-Voting page by providing demat Account
Number and PAN No. from a link in
www.
cdslindia.com home page. The system will
authenticate the user by sending OTP on
registered Mobile & Email as recorded
in the demat Account. After successful
authentication, user will be provided links
for the respective e-Voting Service Provider
i.e. NSDL where the e-Voting is in progress.

Individual Shareholders (holding securities in demat mode) login through their depository participants You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting and voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type Helpdesk details
Individual
Shareholders
Members facing any technical issue
holding
securities
in
in login can contact NSDL helpdesk
demat mode with NSDL by sending a request at evoting@nsdl.
co.in or call at toll free no.:
1800 1020 990 and 1800 22 44 30
Individual
Shareholders
Members facing any technical issue in
holding
securities
in
login can contact CDSL helpdesk by
demat mode with CDSL sending a request at helpdesk.evoting@
cdslindia.com or contact at
022- 23058738 or 022-23058542-43

B) Login Method for e-Voting and joining virtual meeting for shareholders other than individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

    1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
    1. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section.
    1. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

  1. Your User ID details are given below :
Manner
of
holding
shares i.e. Demat (NSDL
or CDSL) or Physical
Your User ID is:
a) For 8 Character DP ID followed by 8 Digit
Members Client ID
who For example if your DP ID is IN300***
hold shares in demat and Client ID is 12** then your
account with NSDL. user ID is IN30012***.
b) For
Members
who
hold shares in demat
account with CDSL.
16 Digit Beneficiary ID
For example if your Beneficiary ID is
12** then your user ID
is 12**
c) For Members holding EVEN Number followed by Folio
shares Number registered with the company
in For example if folio number is 001***
Physical and EVEN is 101456 then user ID is
Form. 101456001***
    1. Password details for shareholders other than Individual shareholders are given below:
  • a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.
  • b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.
  • c) How to retrieve your 'initial password'?
  • (i) If your email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'.
  • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.
    1. If you are unable to retrieve or have not received the " Initial password" or have forgotten your password:
  • a) Click on "Forgot User Details/Password?"(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

  • b) "Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

  • c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address.
  • d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
    1. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
    1. Now, you will have to click on "Login" button.
    1. After you click on the "Login" button, Home page of e-Voting will open.

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.

How to cast your vote electronically and join General Meeting on NSDL e-Voting system?

    1. After successful login at Step 1, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle and General Meeting is in active status.
    1. Select "EVEN" of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on "VC/OAVM" link placed under "Join General Meeting".
    1. Now you are ready for e-Voting as the Voting page opens.
    1. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.
    1. Upon confirmation, the message "Vote cast successfully" will be displayed.
    1. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
    1. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for Members

  • 1 Institutional Members (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected].
    1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com to reset the password.
    1. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Members and e-voting user manual for Members available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800-1020-990 and 1800 22 44 30 or send a request at [email protected] or contact Mr. Amit Vishal or Ms. Pallavi Mhatre from NSDL.

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of email ids for e-voting for the resolutions set out in this Notice:

    1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to investor.relations @ forbes.co.in/
    1. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to [email protected]. If you are an individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for individual shareholders holding securities in demat mode.
    1. Alternatively Shareholder/Members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.
    1. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update

their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM ARE AS UNDER:-

    1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.
    1. Only those Members who will be present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the AGM.
    1. Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.
    1. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same persons mentioned for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:

    1. Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful login, you can see link of "VC/OAVM link" placed under "Join General Meeting" menu against company name. You are requested to click on VC/OAVM link placed under Join General Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the Members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the Notice to avoid last minute rush.
    1. Members are encouraged to join the Meeting through Laptops for better experience.
    1. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
    1. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
  • Members who would like to express their views during the AGM may per-register themselves as a speaker by sending their request from their registered e-mail address mentioning their name, demat account number/folio number, PAN, mobile number at investor.relations @ forbes.co.in.between September 7, 2021 (9.00 am IST) to September 14, 2021 (5.00 pm IST). Those Members who have registered themselves as a speaker will only be allowed to express their views during the AGM.

The Company reserves the right to restrict the number of speakers depending on the available of time for the AGM.

  1. Members who need assistance before or during the AGM, can contact NSDL on [email protected]/ telephone no. 1800 1020 990 and 1800 22 44 30 or contact Mr. Amit Vishal or Ms. Pallavi Mhatre from nsdl.

A. Other Instructions:

I. The voting rights of Members shall be in proportion to their share of the paid up equity share capital of the Company as on the cut-off date i.e. September 9, 2021 as per the Register of Members/Statements of beneficial ownership maintained by the Depositories, i.e., NSDL and CDSL. Any person, who acquires shares of the Company and becomes a member of the Company after dispatch of the Notice and holds shares as of the cut-off date i.e. September 9, 2021, may obtain the login ID and password by sending a request at [email protected] or [email protected]/

However, if you are already registered with NSDL for remote e-voting then you can use your existing user ID and password for casting your vote. If you forgot your password, you can reset your password by using "Forgot User Details/Password" option available on www.evoting.nsdl.com or contact NSDL at the following toll free no.: 1800-1020-990 and 1800 22 44 30.

II. You can also update your mobile number and e-mail id in the user profile details of the folio which may be used for sending future communication(s).

  • III. A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting or casting vote through e-voting system during the meeting.
  • IV. Makarand M. Joshi and Co., Practicing Company Secretaries has been appointed as the Scrutinizer for providing facility to the Members of the Company to scrutinize the remote e-voting process and casting vote through the e-voting system during the meeting in a fair and transparent manner.
  • V. During the AGM, the Chairman shall, after response to the questions raised by the Members in advance or as a speaker at the AGM, formally propose to the Members participating through VC/OAVM Facility to vote on the resolutions as set out in the Notice of the 102nd AGM and announce the start of the casting of vote through the e-Voting system. After the Members participating through VC/OAVM Facility, eligible and interested to cast votes, have cast the votes, the e-Voting will be disabled by NSDL for voting 15 minutes after conclusion of meeting.
  • VI. The Scrutinizer shall after the conclusion of voting at the AGM, will first download the votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall make, not later than three days of the conclusion of the AGM, a consolidated scrutinizer's report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.
  • VII. The Results declared along with the report of the Scrutinizer shall be placed on the website of the Company and on the website of NSDL immediately after the declaration of result by the Chairman or a person authorized by him in writing. The results shall also be immediately forwarded to the BSE Limited, Mumbai. Subject to receipt of requisite number of votes, the resolutions shall be deemed to be passed at the date of AGM.

ANNEXURE TO NOTICE

Statement Pursuant to Section 102 (1) of the Companies Act, 2013 ("Act")

The following explanatory statement sets out material facts relating to the special business set out in the accompanying Notice of Annual General Meeting ("AGM"):

Item No. 3

The Board of Directors have approved the appointment of M/s. Kishore Bhatia & Associates, Cost Accountants (Firm Registration No. 00294) as cost auditors of the Company at a remuneration of ` 4.00 lakhs (Rupee four lakhs only) plus applicable taxes and out of pocket expenses for the financial year ending March 31, 2022.

In accordance with the provisions of Section 148 of the Act, read with The Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor has to be ratified by the Members of the Company.

Accordingly, consent of the Members is sought for ratification of the remuneration payable to the Cost Auditors for the financial year ending March 31, 2022.

None of the Directors or Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the Resolution at Item No. 3 of the Notice.

The Board recommends the passing of this Resolution at Item No. 3 of the accompanying Notice in the interest of the Company.

By Order of the Board

Pankaj Khattar Head Legal & Company Secretary Mumbai, June 25, 2021

Registered Office:

Forbes' Building, Charanjit Rai Marg, Fort, Mumbai 400 001 Tel: +91 22 6135 8900, Fax: +91 22 6135 8901 Email: [email protected] CIN: L17110MH1919PLC000628 Website: www.forbes.co.in

Details of Directors whose re-appointment is proposed at the forthcoming Annual General Meeting

[Pursuant to Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards on General Meeting (SS-2) ]

Name of Director Mr. Shapoor P. Mistry
Director Identification Number (DIN) 00010114
Date of Birth September 6, 1964
Date of first Appointment on Board September 3, 2001
Qualification B.A. (England)
Business & Economics
Relationships between directors inter-se Not related to any Director of the Company.
Expertise in specific functional areas Formulation of business plans, risk evaluation, business investment,
strategy and funds management and property development.
List of Directorship
held in Other Public Companies in India
(excluding Private and Section 8 Companies)
1. Afcons Infrastructure Limited
2. Eureka Forbes Limited
Chairmanship / Membership of the Committees of Audit Committee
and Stakeholders Relationship Committee of other Indian Public
Companies
Nil
No. of shares held in the Company Nil
Attendance at the Board Meeting in the Financial Year 2020-2021 No. of Meetings held Attended
9 1
Details of proposed remuneration Except for sitting fees for attending the meetings of the Board and
Committees no other remuneration is paid/payable to Mr. Shapoor
P. Mistry

By Order of the Board

Pankaj Khattar

Head Legal & Company Secretary Mumbai, June 25, 2021

Registered Office:

Forbes' Building, Charanjit Rai Marg, Fort, Mumbai 400 001 Tel: +91 22 6135 8900, Fax: +91 22 6135 8901 Email: [email protected] CIN: L17110MH1919PLC000628 Website: www.forbes.co.in