Forbes & Company Ltd has informed BSE that the Members of the Company, by way of postal ballot, have approved the Special relating to the transfer by way of a sale or otherwise of the undertaking of the Company engaged in the business of manufacturing and / or sale of typewriters, vacuum cleaners, plastic moulded parts, tool room, operations of windmill, etc at Chennai, Bhimtal, Muppandal and Hosur, with requisite majority.
Forbes & Company Ltd has informed BSE that a Consortium of the Companies, that includes Forbes & Company Ltd has received a Letter of Intent issued by Gujarat Maritime Board, Gandhinagar, Gujarat, granting the right to develop Simar Port for commercial use on ‘Build - Own - Operate - Transfer’ basis.
The Companies in the Consortium are -
1. Shapoorji Pallonji & Co. Ltd - Lead Promoter
2. Afcons Infrastructure Ltd
3. Forbes & Company Ltd (Formerly known as Forbes Gokak Ltd)
As per the conditions of the Letter of Intent the Lead Promoter has to prepare and submit a detailed Project Report within 12 months of issue of the Letter of Intent and obtain all environment clearances, coastal regulation zone clearances and effective financial closure and all such. other clearances and permissions within 18 months of issue of the Letter of Intent.
Forbes & Company Ltd has informed BSE that the members of the Company will consider to approve by way of Postal Ballot the Ordinary Resolution for the transfer of the Undertaking of the Company engaged in the business of manufacture and / or sale of typewriters, vacuum cleaners, plastic moulded parts, tool room, operations of Windmill, etc. at Chennai, Bhimtal, Muppandal and Hosur, to a suitable party / parties or to one or more of the subsidiaries of the Company by way of sale, assignment or otherwise at such consideration and with effect from such date as the Board of Directors of the Company may think fit and that the Board of Directors of the Company (which shall include a Committee of Directors constituted for the purpose) be and is hereby authorized to complete the transfer of the said Undertaking or Undertakings or a part or parts thereof with such modifications as may be required by any of the concerned authorities or which it may deem to be in the interest of the Company and to do all such acts, deeds, matters and things as may be deemed necessary and / or expedient in the interest of the Company, subject to the necessary provisions & approvals.
The Company has appointed Mr. Dinesh Kapadia, Company Secretary, as the Scrutinizer for conducting the Postal Ballot process in a fair and transparent manner.
The Postal Ballot form duly completed should reach the scrutinizer on or before May 05, 2008. The scrutinizer will submit his report to the Chairman after completion of the scrutiny and the results of the postal ballot will be announced on May 08, 2008.
Forbes & Company Ltd has informed BSE about the following changes in the Constitution of the Board of Directors of the Company.
1. Mr. K C Mehra, Dy. Chairman and Managing Director, has retired as the Deputy Chairman and Managing Director and has ceased to be a Director of the Company, effective from the close of business hours on March 31, 2008.
2. Mr. Ashok Barat, the CEO at the present, has been appointed on the Board of Directors of the Company and has been designated as the Managing Director from April 01, 2008.
Forbes & Company Ltd has informed BSE that in the limited review report of the Company for the quarter ended December 31, 2007, the auditors of the Company have made the following observations:
“1. The figure in the column entitled “Three months ended December 31, 2007″ have been derived after considering the regrouped figures for the half year ended September 30, 2007.
2. Attention is invited to Note 4 of the Statement relating to the balances to be reconciled and set off in respect of the Company’s Logistic Services Segment. The Auditors could not perform limited review procedures in respect of debit balances as at December 31, 2007, amounting to Rs 256.64 million (as at December 31, 2006, net credit balance of Rs 1,728.78 lakhs; as at March 31, 2007, net debit balance of Rs 407.56 lakhs) which have been included in the capital employed of this segment, as the necessary information was not available and the reconciliation process had not been concluded.
3. Attention is invited to Note 4 of the Statement wherein the Management has stated its reasons for revaluation of certain assets for Nine months ended December 31, 2006 and the year ended March 31, 2007. In the auditors opinion, “selective” revaluation of fixed assets is not in accordance with the Accounting Standard (AS) 10 on “Accounting for Fixed Assets” notified under the Companies (Accounting Standards) Rules, 2006. The value of such fixed assets which formed a part of the capital employed of the “Others” Segment as at December 31, 2006 and March 31, 2007 is Rs 365.21 lakhs and Rs 365.19 lakhs respectively.
4. One of the Company’s divisions has recorded revenue from its logistics service lines net of direct expenditure. Such revenue has consistently been recorded on a gross basis by the Company in the previous reporting periods. However, the Company has not reclassified the corresponding amounts for Nine months ended December 31, 2006 and the year ended March 31, 2007. Consequently “Net sales / income from operations” and “Other expenditure” have been understated. As the necessary information has not been aggregated by the Company, the auditors are unable to quantify the impact on income and expenditure. However, there would be no impact on the profit reported for the period.
5. One of the divisions of the Company has accounted revenue from sale of products amounting to Rs 1,264.33 lakhs for Nine months ended December 31, 2007 with right of return of the said goods and the payment terms for the same over extended period exceeding 12 months. In auditors view, the above recognition of revenue is premature and does not fully satisfy the criteria specified in Accounting Standard 9 “Revenue Recognition” referred to in Section 211 (3C) of the Companies Act, 1956. It is not possible to quantify other consequential impacts on profits disclosed, segment results and capital employed.
6. The Company has significant exposure of Rs 2700.00 lakhs in respect of a subsidiary whose net worth is negative. In the absence of adequate information regarding the revival plans of the above entity, the Auditors are unable to form an opinion regarding the erosion in the value of the investment and the devolvement of guarantees issued on behalf of the subsidiary.”