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Directors Report of Stanrose Mafatlal Investments & Finance Ltd.

Mar 31, 2018

The Directors have pleasure in presenting the Thirty-Eighth Annual Report together with the Audited Statements of Account of the Company for the financial year ended 31st March, 2018.

FINANCIAL RESULTS

(Rupees in Lacs)

Current Year Previous Year

Rupees Rupees

Total Income	915.34	942.37
Gross Profit	525.86	581.42
Less: Depreciation	40.92	40.66
Profit before Tax	484.94	540.76
Less: Provision for Taxation	68.78	93.18
Less: Exceptional Item	75.63	â
Adjustments of earlier
years Tax	(122)	12.95
Profit after Tax	341.75	434.63
Add: Profit brought forward
from Previous Year	1742.24	1404.61
Balance Available for
Appropriations	2083.98	1839.24
Less: Transfer to Reserve
u/s. 45 IC of RBI Act, 1934	70.00	87.00
Transfer to General Reserve-I	10.00	10.00
Transfer to General Reserve-II	â	â
Dividend Paid	238.07	â
Tax on Dividend	48.47	â
Balance carried forward	1717.44	1742.24

DIVIDEND

Your Directors recommend a Dividend of Rs. 6/- per share (Previous Year Rs. 6/-) on 39,67,920 Equity Shares of Rs.10 each aggregating to Rs. 286.54 Lacs (inclusive of dividend tax) for the financial year ended on 31st March, 2018. If approved by the Shareholders at the forthcoming Annual General Meeting to be held on 25th September, 2018, the said dividend will be paid on 10th October, 2018 or thereafter, to (i) those shareholders whose names appear on the Register of Members of the Company on 18th September, 2018 and (ii) those whose names as beneficial owners are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, for the purpose.

MANAGEMENT DISCUSSION AND ANALYSIS (MD&A) FINANCIAL REVIEW

The total income for the year was Rs. 915.34 Lacs as compared to Rs. 942.37 Lacs in the previous year. Depreciation was Rs. 40.92 Lacs (Previous Year Rs. 40.66 Lacs). The increase in depreciation is mainly on account of change in charging provisions under the Companies Act, 2013, based on useful life of asset instead of fixed percentage under the Companies Act, 1956. The Provision for Taxation: (i) for the year under report was Rs. 68.78 Lacs (ii) Adjustments of earlier year tax was Rs. 1.22 Lacs. Profit after tax was Rs. 341.75 Lacs. The total income and the profit for the year is low, mainly on account of waiving off the interest amount outstanding of around Rs. 75.63 Lacs from Surcot Trading Private Limited (Surcot), as Surcot will be merged with the Company.

An amount of Rs. 70.00 Lacs was transferred to Statutory Reserve Fund pursuant to Section 45 IC of RBI Act, 1934, an amount of Rs. 10.00 Lacs was transferred to General Reserve I, during the year under review.

The Net Worth of the Company as at 31st March, 2018 stood at Rs. 5802.21 Lacs as against Rs. 5747.01 Lacs on 31st March, 2017.

NBFC INDUSTRY

The NBFC (Non-Banking Finance Company) sector has evolved considerably in terms of its size, operations, technological sophistication and entry into newer areas of financial services and products. NBFCs are now deeply interconnected with the entities in the financial sector, on both sides of their balance sheets.

Being financial entities, they are exposed to risks arising out of counterparty failures, funding and asset concentration, interest rate movement and risks pertaining to liquidity and solvency, as any other financial sector player.

Business Review

The Company''s operations continue to be mainly focused in the areas of Inter- corporate Investments, Capital Market activities and Financing. Segment-wise brief outline of financial and operational performance during the year under report is as under:

(i) Investments

The Company''s investment portfolio is reviewed from time to time to buy securities to add to the Portfolio or to sell in order to make Capital gains. Details of the Company''s investments are given under Note No. 7 to Financial Statements of the Company for the year ended on 31st March, 2018. The total worth of Company''s Quoted and Unquoted Investments in Shares and Securities (Including Stock-in-trade) as at 31st March, 2018 is Rs. 4305.22 Lacs (Previous Year Rs.4718.40 Lacs) which is 48.31% (Previous Year 70.22%) higher than related Book Value. The decrease in Book Value from 70.22% to 48.31% is mainly on account of decrease in the market value of some of the shares, purchase of new shares at current-higher rates and sale of old-low cost shares from Non-current Investment portfolio.

During the year under report the Company:

(a) has made disinvestment of Rs. 568.29 Lacs from its Non-current Quoted Equity Investments as against Rs. 191.27 Lacs in the Previous Year.

(b) Booked a net profit of Rs. 731.26 Lacs on sale of Non-Current investments as against Rs. 682.95 Lacs in the previous year.

(c) earned income by way of Dividend of Rs. 103.94 Lacs against Rs. 108.02 Lacs in the previous year which inter alia includes Rs. 93.03 Lacs (Previous year Rs. 93.03 Lacs) received from Standard Industries Ltd.

After the close of the Financial Year ended on March 31, 2018, the Company has booked Net Capital Gain of Rs.13.03 Lacs on sale of certain Non-Current Investments in shares of the aggregate book value of Rs. 329.17 Lacs.

(ii) Finance

Interest on Inter-corporate Deposit:

As the Company has waived-off the interest from Surcot Trading Private Limited for the year, the Company has not earned any interest income on Inter-Corporate Deposits as against Rs. 141.26 Lacs in the previous year.

Opportunities and Threats

As various factors are posing constant threats and high volatility in the Capital Markets, it appears beneficial to diversify the portfolio to reduce the risk and insulate from the vagaries of stock-market. Mutual Funds help to reduce risk through diversification and professional management and therefore, the Company invests its surplus funds in debt/equity oriented Mutual Funds. One of the biggest advantages of Mutual Fund investment is Liquidity. Open-end funds provide option to redeem on demand, which is beneficial during rising or falling markets. The management is exploring other avenues of business.

Outlook

The Company intends to continue focusing on capital market activities including trading in securities and emerging products in derivatives.

Risk and Concern

The Company is exposed to specific risks that are particular to its business and the environment within which it operates, including interest rate volatility, economic cycle, credit and market risks. The Company has quoted investments which are exposed to fluctuations in stock prices. These investments represent a material portion of the Company''s business and are vulnerable to fluctuations in the stock markets. Any decline in prices of the Company''s quoted investments may affect its financial position and the results of its operations. It continuously monitors its market exposure and tries to manage these risks by following prudent business and risk management practices.

Adequacy of Internal Control

The Company has a proper and adequate system of internal control in all spheres of its activities to ensure that all its assets are safeguarded and protected against loss from unauthorized use or disposition and that the transactions are authorized, recorded and reported diligently. The Internal control is supplemented by an effective internal audit being carried out by an external firm of Chartered Accountants.

The Company ensures adherence to all internal control policies and procedures as well as compliances with all regulatory guidelines.

The Audit Committee of the Board of Directors reviews the adequacy of internal controls.

Human Resources

Relations remained cordial with employees at all levels during the year.

CORPORATE GOVERNANCE

The Company has complied with applicable provisions of Corporate Governance as provided under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate report on Corporate Governance compliance is included as a part of the Annual Report along with the Auditors'' Certificate.

DEPOSITS

Your Company has not accepted any public deposits during the year under review.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, the Directors confirm that:

1. In the preparation of the annual accounts for the financial year ended 31st March, 2018, the applicable accounting standards have been followed and that there are no material departures from the same;

2. Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018 and of the profit for the year ended on that date;

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The annual Accounts for the Financial Year ended 31st March, 2018 have been prepared on a ''going concern'' basis.

5. Proper internal financial controls werein place and that the financial controls were adequate and were operating effectively.

6. Proper systems devised to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

SUBSIDIARY COMPANIES

The Company''s wholly owned subsidiary, Stan Plaza Limited is a Non-Listed Company, having its Registered Office at Mumbai. As on March 31, 2018, in accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, it will be termed as a Non-Material Subsidiary of the Company.

Stanrose Mafatlal Lubechem Limited - In Liquidation, a substantially owned subsidiary of the Company was ordered to wind-up by the High Court of Mumbai vide its Order dated June 10, 2011 and appointed the Official Liquidator to take charge of its Assets, Bank Accounts, Books of Accounts, Affairs, Business and Properties with all powers under the then provisions of the Companies Act, 1956.

In compliance with the requirements of the provisions of Section 129(3) read with Rule 5 of Companies (Accounts) Rules, 2014, a Statement in Form AOC-1 containing the salient features of financial statements in respect of Stan Plaza Limited, a wholly owned subsidiary of the Company has been included as a part of this Annual Report. Stanrose Mafatlal Lubechem Limited being inoperative, its details are not disclosed in Form AOC-1.

The Company has framed a "Policy for Determining Material Subsidiaries'' for identifying material subsidiaries and to provide governance framework for such material subsidiaries. The policy is available on the website of the Company, www.stanrosefinvest.com.

PROPOSED MERGER

The Board of Directors of the Company, at its meeting held on 13th March, 2018 had approved the proposed Scheme of Amalgamation of Surcot Trading Private Limited and Umiya Real Estate Private Limited ("the Transferor Companies") with Stanrose Mafatlal Investments and Finance Limited ("the Transferee Company") to be undertaken by way of a scheme of arrangement, subject to receipt of all necessary consents and approvals, including the approval of shareholders and creditors (if any) and the sanction of the Hon''ble National Company

Law Tribunal, SEBI, BSE Limited and such other competent authorities as may be applicable.

The Company has already filed an application on 21st April, 2018 for obtaining no-objection certificate from BSE Limited.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements (CFS) of the Company and its wholly owned subsidiary Company viz. Stan Plaza Limited (SPL) are prepared in accordance with the provisions of Schedule III of the Companies Act, 2013 and relevant Accounting Standards issued by the Institute of Chartered Accountants of India, as applicable to the Company and form part of this Annual Report. These Statements have been prepared on the basis of audited financial statements received from SPL as approved by its Board. Stanrose Mafatlal Lubechem Ltd., a substantially owned subsidiary Company being inoperative, its financial statements are not considered in preparation of CFS.

DIRECTORATE

In terms of Section 152 of the Companies Act, 2013, Smt. Datta B. Dave, a Non-Independent, Non-Executive Director of the Company is retiring by rotation and being eligible offers herself for re-appointment. Brief resume of Smt. Dave, as required under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is covered in the notes of the Notice of the 38th AGM of the Company.

All Independent Directors have given their declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

None of the Directors of the Company is disqualified from being appointed or re-appointed as a Director as specified under Section 164 of the Companies Act, 2013.

KEY MANAGERIAL PERSONNEL

Shri Bharat N. Dave resigned from the post of Chief Executive Officer w.e.f. 24th April, 2017. Your Directors place on record their appreciation for the valuable services rendered by Shri Dave during his tenure as a CEO of the Company. In order to fill in his vacancy the Board has appointed Shri Madhusudan J. Mehta, an existing Director as a CEO. Shri Harshad V. Mehta, Chief Financial Officer and Shri Soham A. Dave, Company Secretary, are the other two Key Managerial Personnel appointed by the Company to inter alia shoulder the responsibilities in their respective fields as envisaged under the provisions of the Companies Act, 2013.

FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

The Board of Directors has adopted a Familiarization Programme for Independent Directors of the Company and posted the same on the website of the Company viz. www.stanrosefinvest.com. The Programme aims to provide insights into the Company to enable the Independent Directors to understand and significantly contribute to its business.

AUDITORS

Statutory Auditors

At the 37th Annual General Meeting, M/s Manubhai & Shah, LLP Chartered Accountants (Firm Regn. No. 106041W/W100136), Ahmedabad, were appointed as the Statutory Auditors of the Company to hold office from the conclusion of the 37th AGM to the conclusion of the 42nd AGM (subject to ratification of the appointment by the members at every AGM held after this AGM).The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013 and that they are not disqualified for such appointment within the meaning of Section 141 of the Companies Act, 2013.

Secretarial Auditors

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 Messrs Manoj Hurkat and Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure A".

The Report confirms that the Company has complied with all the applicable provisions of the Companies Act, 2013, Reserve Bank of India Act, 1934, Equity Listing Agreement/ SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Depositories Act, 1996, Securities Contracts (Regulation) Act, 1956, SEBI (Prohibition of Insider Trading) Regulations, 2015, SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and various Regulations and Guidelines as applicable to the Company.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with the provisions of Section 135 of the Companies Act, 2013 and the rules made thereunder, the Company has constituted a Corporate Social Responsibility Committee of Directors. The role of the Committee is to review the CSR activities of the Company periodically and recommend the Board the amount of expenditure to be incurred on the CSR activities annually.

Annual Report on CSR activities carried out by the Company during F.Y. 2017-18 is enclosed as "Annexure -B" to this report.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises of Shri Kersi J. Pardiwalla, Chairman, Shri Arun P. Patel and Shri Rajesh Jaykrishna, members. The role and responsibilities, Company''s policy on directors'' appointment and remuneration including the criteria for determining the qualifications, positive attributes, independence of a director and other related matters are in conformity with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

AUDIT COMMITTEE

The information relating to the composition of the Committee, scope & term of reference, no. of meetings held and attendance, etc. during the year under report, are provided in the Corporate Governance Report.

EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

A detailed exercise for evaluation of the performance of the Board, its various Committees, viz. Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Stakeholders'' Relationship Committee as also the performance of individual Directors was carried out by the Board. The performance of the Board and that of its Committees was evaluated on the basis of various parameters like adequacy of its Composition, Board Culture, Execution and Performance of Specific Duties, Obligations and Governance, etc. The evaluation of individual Director and that of the Chairman of the Board was on the basis of various factors like their attendance, level of their engagement and contribution, independency of judgment, their contribution in safeguarding the interest of the Company, etc. The Board recorded its satisfaction over the performance of its various Committees, its directors individually as well as the collective efforts put in by the Board in enhancing and safeguarding the interest of the Company as a whole.

DISCLOSURE OF RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES'' REMUNERATION, ETC.

The particulars of ratio of remuneration of each director to median remuneration of the employees of the Company for the financial year under report, percentage increase in remuneration of each Director and KMP, etc. more particularly described under Section 197(12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in "Annexure C" to this Report.

PARTICULARS OF LOANS AND INVESTMENTS

The Company being a Non-Banking Financial Company registered with Reserve Bank of India with the principal business, inter alia, of Inter-Corporate Financing, the provisions of Section 186 except sub-section (1) are not applicable to it. Hence no particulars thereof as envisaged under Section 134(3)(g) are covered in this Report.

RELATED PARTY TRANSACTIONS

The particulars of contracts or arrangements entered by the Company with related parties which are subsisting during the year under Report are provided under "Annexure D" in Form AOC - 2. The Company has framed a ''Policy on Related Party Transactions'' for determining related parties, transactions on arm''s length basis and procedures to be followed for obtaining various approvals, etc. The policy is available on the website of the company, www.stanrosefinvest.com. As regards the justification for entering into related party transactions, it may be noted that the same are entered into due to business exigencies and are in the best interest of the Company.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Pursuant to the requirement under Section 134(3) of the Companies Act, 2013, read with Rule 8 of Companies (Accounts) Rules, 2014:

(a) The Company has no activity involving conservation of energy or technology absorption.

(b) The Company does not have any Foreign Exchange Earnings.

SEXUAL HARASSMENT

Entire staff in the Company is working in a most congenial manner and there is no occurrences of any incidents of sexual harassment during the year.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Board has approved and adopted "Vigil Mechanism/ Whistle Blower Policy" in the Company. The Brief details of establishment of this Policy are provided in the Corporate Governance Report.

RISK MANAGEMENT POLICY

The Company has formalized risk management system by formulating and adopting Risk Management Policy to identify, evaluate, monitor and minimize the identifiable business risks in the Organization.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in Form MGT 9 is provided in "Annexure E" to this Report.

PARTICULARS OF EMPLOYEES

The Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Statement containing particulars of employees as required under Section 197 of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary in the regard.

ACKNOWLEDGEMENTS

Your Directors sincerely express their deep appreciation to employees at all levels, bankers, customers and shareholders for their sustained support and co-operation and hope that the same will continue in future.

For and on behalf of the Board

Pradeep R. Mafatlal

Chairman

Place: Mumbai

Dated: May 2, 2018.

Mar 31, 2016

The Members,

STANROSE MAFATLAL INVESTMENTS AND FINANCE LIMITED

The Directors have pleasure in presenting the Thirty-Sixth Annual Report together with the Audited Statements of Account of the Company for the financial year ended 31st March, 2016.

FINANCIAL RESULTS

(Rupees in Lacs)

	Rupees	Rupees
Total Income	1095.07	1071.88
Gross Profit	752.74	735.91
Less: Depreciation	32.44	36.11
Profit before Tax	720.30	699.80
Less: Provision for Taxation	122.58	112.17
Short Provision for taxation in
respect of earlier years (Net)	â	107.14
Profit after Tax	597.72	480.49
Add: Profit brought forward
from Previous Year	1228.43	1140.75
Balance Available for
Appropriations	1826.15	1621.24
Less: Transfer to Reserve
u/s. 45 IC of RBI Act, 1934	125.00	96.50
Transfer to General Reserve-I	10.00	5.75
Transfer to General Reserve-II	â	4.02
Proposed Dividend	238.08	238.08
Tax on Dividend	48.46	48.46
Balance carried forward	1404.61	1228.43

DIVIDEND

Your Directors recommend a Dividend of Rs.6/- per share (Previous Year Rs.6/-) on 39,67,920 Equity Shares of Rs.10 each aggregating to Rs.286.54 Lacs (inclusive of dividend tax) for the financial year ended on 31st March, 2016. If approved by the Shareholders at the forthcoming Annual General Meeting to be held on 27th July, 2016, the said dividend will be paid on 8th August, 2016 or thereafter, to (i) those shareholders whose names appear on the Register of Members of the Company on 20th July, 2016 and (ii) those whose names as beneficial owners are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, for the purpose.

MANAGEMENT DISCUSSION AND ANALYSIS (MD&A) FINANCIAL REVIEW

The total income for the year was Rs.1095.07 Lacs as compared to Rs.1071.88 Lacs in the previous year. Depreciation was Rs.32.44 Lacs (Previous Year Rs.36.11 Lacs). The decrease in depreciation is mainly on account of change in charging provisions under the Companies Act, 2013, based on useful life of asset instead of fixed percentage under the Companies Act, 1956. The Provision for Taxation for the year under report was Rs.122.58 Lacs. Profit after tax was Rs.597.72 Lacs. The total income and the profit for the year are higher, mainly on account of higher booking of profit on sale of non-current investments by Rs.118.14 Lacs.

An amount of Rs.125.00 Lacs was transferred to Statutory Reserve Fund pursuant to Section 45 IC of RBI Act, 1934, an amount of Rs.10.00 Lacs was transferred to General Reserve I, during the year under review.

The Net Worth of the Company as at 31st March, 2016 stood at Rs.5312.38 Lacs as against Rs.5001.20 Lacs on 31st March, 2015.

NBFCINDUSTRY

The NBFC (Non-Banking Finance Company) sector has evolved considerably in terms of its size, operations, technological sophistication, and entry into newer areas of financial services and products. NBFCs are now deeply interconnected with the entities in the financial sector, on both sides of their balance sheets.

Business Review

(i) Investments

The Company''s investment portfolio is reviewed from time to time to buy securities to add to the Portfolio or to sell in order to make Capital gains. Details of the Company''s investments are given under Note No. 7 to Financial Statements of the Company for the year ended as at 31st March, 2016. The total worth of Company''s Quoted and Unquoted Investments in Shares and Securities (Including Stock-in-trade) as at 31st March, 2016 is Rs. 4741.47 Lacs (Previous Year Rs. 5404.98 Lacs) which is 98.08% (Previous Year 128.82%) higher than related Book Value. The decrease of Book Value from 128.82% to 98.08% is mainly on account of decrease in the market value of some of the shares, purchase of new shares at current-higher rates and sale of old-low cost shares from Noncurrent Investment portfolio.

During the year under report the Company:

(a) has made disinvestment of Rs.66.74 Lacs from its Non-current Quoted Equity Investments as against Rs.456.91 Lacs in the Previous Year.

(b) Booked a net profit of Rs.846.05 Lacs on sale of Non-Current investments as against Rs.727.90 Lacs in the previous year.

(c) earned income by way of Dividend of Rs.116.63 Lacs against Rs.123.06 Lacs in the previous year which inter alia includes Rs.93.03 Lacs (Previous year Rs.93.03 Lacs) received from Standard Industries Ltd.

After the close of the Financial Year ended on March 31, 2016, the Company has booked Net Capital Gain of Rs. 87.23 Lacs on sale of certain Non-Current Investments in shares of the aggregate book value of Rs. 1.69 Lacs.

(ii) Finance

(a) Interest on Inter-corporate Deposit:

During the year under report the Company earned interest income on Inter Corporate Deposits of Rs. 131.31 Lacs as against Rs.119.56 Lacs in the previous year.

b) Interest on Real Estate Exposure:

As reported last year, the Company acquired the remaining 50% stake held by Standard Industries Ltd. (SIL) in Stan Plaza Limited (SPL), a real estate business company and thus became its sole beneficial owner, besides the land owned by SPL at Pune for and on behalf of the Company and SIL equally.

During the year under report, the Company provided an additional amount of Rs.148.00 Lacs (Previous Year Rs.715.47 Lacs) as interest-free Unsecured Loan to SPL, pursuant to the undertaking entered into by the Company and SPL for exposure in real estate as aforesaid.

Opportunities and Threats

Outlook

The Company intends to continue focusing on capital market activities including trading in securities and emerging products in derivatives.

Risk and Concern

The Company is exposed to specific risks that are particular to its business and the environment within which it operates, including interest rate volatility, economic cycle, credit and market risk. The Company has quoted investments which are exposed to fluctuations in stock prices. These investments represent a material portion of the Company''s business and are vulnerable to fluctuations in the stock markets. Any decline in prices of the Company''s quoted investments may affect its financial position and the results of its operations. It continuously monitors its market exposure and tries to manage these risks by following prudent business and risk management practices.

Adequacy of Internal Control

The Company ensures adherence to all internal control policies and procedures as well as compliances with all regulatory guidelines.

The Audit Committee of the Board of Directors reviews the adequacy of internal controls.

Human Resources

Relations remained cordial with employees at all levels during the year.

CORPORATE GOVERNANCE

During the year under Report Securities & Exchange Board of India (SEBI) introduced new Listing Regulations, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, effective from December 1, 2015. The Company has complied with applicable provisions of Corporate Governance of the new Listing Regulations. A separate report on Corporate Governance compliance is included as a part of the Annual Report along with the Auditors'' Certificate.

FIXED DEPOSITS

Your Company has not accepted any public deposits during the year under review.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, the Directors confirm that:

1. In the preparation of the annual accounts for the financial year ended 31st March, 2016, the applicable accounting standards have been followed and that there are no material departures from the same;

2. Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2016 and of the profit for the year ended on that date;

4. The annual Accounts for the Financial Year ended 31st March, 2016 have been prepared on a ''going concern'' basis.

5. Proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

6. Proper systems devised to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

SUBSIDIARY COMPANIES

The Company''s wholly owned subsidiary, Stan Plaza Limited (SPL) is a Non-listed Company, having its Registered Office at Mumbai. As reported last year, it was a material subsidiary of the Company under the then Listing Agreement. As on March 31, 2016, in accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, it will be termed as a Non-Material Subsidiary of the Company.

The Company has framed a ''Policy for Determining Material Subsidiaries'' for identifying material subsidiaries and to provide governance framework for such material subsidiaries. The policy is available on the website of the Company, www.stanrosefinvest.com.

CONSOLIDATED FINANCIAL STATEMENTS

DIRECTORATE

In terms of Section 152 of the Companies Act, 2013, Shri Pradeep R. Mafatlal, a Non-Independent, Non-Executive Director of the Company is retiring by rotation and being eligible offers himself for re-appointment.

Brief resume of Shri Mafatlal, as required under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is covered in the notes of the Notice of the 36th AGM of the Company.

All Independent Directors have given their declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

None of the Directors of the Company is disqualified from being appointed or re-appointed as a Director as specified under Section 164 of the Companies Act, 2013.

KEY MANAGERIAL PERSONNEL

As reported last year, the Company had appointed three Key Managerial Personnel, viz. Shri Bharat N. Dave, Chief Executive Officer, Shri Girish R. Shah, Vice President (Legal) & Company Secretary and Shri Harshad V. Mehta, Chief Financial Officer, to inter alia shoulder the responsibilities in their respective fields as envisaged under the provisions of the Companies Act, 2013.

During the year, Shri Girish R. Shah, tendered his resignation from the services of the Company, effective from the close of March 31, 2016. Accordingly the Board of Directors at its Meeting held on February 12, 2016, has appointed Shri Soham A. Dave, as Company Secretary, with effect from April 1, 2016.

FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

AUDITORS AND AUDITORS'' REPORT

Statutory Auditors

At the 34th Annual General Meeting, M/s. C. C. Chokshi & Co., Chartered Accountants, were reappointed as the Statutory Auditors of the Company to hold office from the conclusion of that Meeting to the conclusion of the fourth consecutive AGM (subject to ratification of its appointment by the members at every AGM held after that AGM). The Company has received a letter from them to the effect that their appointment, if ratified, would be within the prescribed limits under Section 139 of the Companies Act, 2013 and that they are not disqualified for such appointment within the meaning of Section 141 of the Companies Act, 2013.

Secretarial Auditors

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 Messrs Manoj Hurkat & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure A".

The Report confirms that the Company has complied with all the applicable provisions of the Companies Act, 2013, Reserve Bank of India Act, 1934, Non-Systemically Important Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2015, Equity Listing Agreement/SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Depositories Act, 1996, Securities Contracts (Regulation) Act, 1956, SEBI (Prohibition of Insider Trading) Regulations, 1992/2015, SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and various Regulations and Guidelines as applicable to the Company.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with the provisions of Section 135 of the Companies Act, 2013 and the rules made thereunder, the Company has constituted Corporate Social Responsibility Committee of Directors. The role of the Committee is to review the CSR activities of the Company periodically and recommend the Board the amount of expenditure to be incurred on the CSR activities annually.

Annual Report on CSR activities carried out by the Company during F.Y. 2015-16 is enclosed as "Annexure B" to this report.

NOMINATION AND REMUNERATION COMMITTEE

The Board of Directors has constituted a Nomination and Remuneration Committee comprising of Shri Framroz M. Pardiwalla, Chairman, Shri Russi Jal Taraporevala and Shri Kersi J. Pardiwalla, members. The role and responsibilities, Company''s policy on directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other related matters are in conformity with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

AUDIT COMMITTEE

EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

A detailed exercise for evaluation of the performance of the Board, its various Committees, viz. Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders'' Relationship Committee and Share Transfer Committee as also the performance of individual Directors was carried out by the Board. The performance of the Board and that of its Committees was evaluated on the basis of various parameters like adequacy of its Composition, Board Culture, Execution and Performance of Specific Duties, Obligations and Governance, etc. The evaluation of individual Directors and that of the Chairman of the Board was on the basis of various factors like their attendance, level of their engagement and contribution, independency of judgment, their contribution in safeguarding the interest of the Company, etc. The Board recorded its satisfaction over the performance of its various Committees, its directors individually as well as the collective efforts put in by the Board in enhancing and safeguarding the interest of the Company as a whole.

DISCLOSURE OF RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES'' REMUNERATION, ETC.

The particulars of ratio of remuneration of each director to median remuneration of the employees of the Company for the financial year under report, percentage increase in remuneration to each Director and KMP, etc. more particularly described under Section 197(12) of the Companies Act, 2013 and Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in "Annexure C" to this Report.

PARTICULARS OF LOANS AND INVESTMENTS

RELATED PARTY TRANSACTIONS

The particulars of contracts or arrangements entered by the Company with related parties which are subsisting during the year under Report are provided under "Annexure D" in Form AOC - 2. The Company has framed a ''Policy on Related Party Transactions'' for determining related parties, transactions on arm''s length basis and procedures to be followed for obtaining various approvals, etc. The policy is available on the website of the company www.stanrosefinvest.com. As regards justification for entering into related party transactions, it may be noted that the same are entered into due to business exigencies and are in the best interest of the Company.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Pursuant to the requirement under Section 134(3) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014:

(a) The Company has no activity involving conservation of energy or technology absorption.

(b) The Company does not have any Foreign Exchange Earnings.

SEXUAL HARASSMENT

Entire staff in the Company is working in a most congenial manner and there are no occurrences of any incidents of sexual harassment during the year.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Board has approved and adopted "Vigil Mechanism/ Whistle Blower Policy" in the Company. The Brief details of establishment of this Policy are provided in the Corporate Governance Report.

RISK MANAGEMENT POLICY

The Company has formalized risk management system by formulating and adopting Risk Management Policy to identify, evaluate, monitor and minimize the identifiable business risks in the Organization.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in Form MGT-9 is provided in "Annexure E" to this Report.

PARTICULARS OF EMPLOYEES

The Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

ACKNOWLEDGEMENTS

For and on behalf of the Board

Pradeep R. Mafatlal

Chairman

Place: Mumbai

Dated: April 27, 2016.

Mar 31, 2015

The Members,

STANROSE MAFATLAL INVESTMENTS AND FINANCE LIMITED

The Directors have pleasure in presenting the Thirty-fifth Annual Report together with the Audited Statements of Account of the Company for the financial year ended 31st March, 2015.

FINANCIAL RESULTS: (Rupees in Lacs) Current Year Previous Year Rupees Rupees

Total Income 1071.88 730.63

Gross Profit 735.91 408.37

Less:Depreciation 36.11 24.03

Profit before Tax 699.80 384.34

Less: Provision for Taxation 112.17 53.50

Short Provision for taxation in respect of earlier years (Net) 107.14 -

Profit after Tax 480.49 330.84

Add: Profit brought forward

from Previous Year 1140.75 1164.06

Balance Available for Appropriations 1621.24 1494.90

Less:Transfer to Reserve u/s. 45 IC of RBI Act, 1934 96.50 66.50

Transfer to General Reserve-I 5.75 33.25

Transfer to General Reserve-I I 4.02 -

Proposed Dividend 238.08 238.08

Tax on Dividend 48.46 40.46

Add:Transfer from General Reserve II (for diminution of certain Non-current Investments) - 24.13

Balance carried forward 1228.43 1140.74

DIVIDEND

Your Directors recommend a Dividend of Rs. 6/- (Previous Year Rs.6/-) per share on 39,67,920 Equity Shares of Rs.10 each aggregating to Rs. 286.54 Lacs (inclusive of dividend tax) for the financial year ended on 31st March, 2015. If approved by the Shareholders at the forthcoming Annual General Meeting to be held on 12th August, 2015, the said dividend will be paid on 24th August, 2015 or thereafter, to (i) those shareholders whose names appear on the Register of Members of the Company on 5th August, 2015 and (ii) those whose names as beneficial owners are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, for the purpose.

MANAGEMENT DISCUSSION AND ANALYSIS (MD&A) FINANCIAL REVIEW

The total income for the year was Rs. 1071.88 Lacs as compared to Rs.730.63 Lacs in the previous year. Depreciation was Rs. 36.11 Lacs (Previous Year Rs. 24.03 Lacs). The increase in depreciation is mainly on account of change in charging provisions under the Companies Act, 2013, based on useful life of asset instead of fixed percentage under the Companies Act, 1956. The Provision for Taxation: (i) for the year under report was Rs.112.16 Lacs and (ii) Short Provision in respect of earlier years (net) was Rs.107.14 Lacs. Whereas the amount of Contingent Liabilities not provided for in respect of disputed demands of Income-tax as at 31st March, 2015 stood reduced to Rs.4.99 Lacs as against Rs.153.11 Lacs as at 31st March, 2014. Profit after tax was Rs. 480.49 Lacs. The total income and the profit for the year are higher, mainly on account of higher booking of profit on sale of non-current investments by Rs.247.56 Lacs and increase in interest income on Inter Corporate Financing by Rs.93.14 Lacs.

An amount of Rs.96.50 Lacs was transferred to Statutory Reserve Fund pursuant to Section 45 IC of RBI Act, 1934, an amount of Rs.5.75 Lacs was transferred to General Reserve I and Rs.4.02 Lacs to General Reserve II, during the year under review.

The Net Worth of the Company as at 31st March, 2015 stood at Rs. 5001.20 Lacs as against Rs.4807.25 Lacs on 31st March, 2014.

NBFCINDUSTRY

The NBFC (Non-Banking Finance Company) sector has evolved considerably in terms of its size, operations, technological sophistication, and entry into newer areas of financial services and products. NBFCs are now deeply interconnected with the entities in the financial sector, on both sides of their balance sheets. Being financial entities, they are exposed to risks arising out of counterparty failures, funding and asset concentration, interest rate movement and risks pertaining to liquidity and solvency, as any other financial sector player.

Business Review

The Company''s operations continue to be mainly focused in the areas of Inter- corporate Investments, Capital Market activities and Financing. Segment-wise brief outline of financial and operational performance during the year under report is as under:

(i) Investments

The Company''s investment portfolio is reviewed from time to time to buy securities to add to the Portfolio or to sell in order to make Capital gains. Details of the Company''s investments are given under Note No. 7 to Financial Statements of the Company for the year ended as at 31st March, 2015. The total worth of Company''s Quoted and Unquoted Investments in Shares and Securities (Including Stock-in-trade) as at 31st March, 2015 is Rs.5404.98 Lacs (Previous Year Rs.4359.63 Lacs) which is 128.82% (Previous Year 55.16%) higher than related Book Value. The increase in appreciation of Book Value of portfolio from 55.16% to 128.82% is mainly on account of overall increase in market capitalization.

During the year under report the Company:

(a) has made disinvestment of Rs.456.91 Lacs from its Non-current Quoted Equity Investments as against Rs.37.59 Lacs in the previous year.

(b) booked a net profit of Rs.727.90 Lacs on sale of Non-Current investments as against Rs. 480.34 Lacs in the previous year.

(c) earned income by way of Dividend of Rs.123.06 Lacs against Rs.129.68 Lacs in the previous year which inter alia includes Rs.93.03 Lacs (Previous year Rs.93.03 Lacs) received from Standard Industries Ltd.

After the close of the Financial Year ended on March 31, 2015, the Company has booked Net Capital Gain of Rs.106.68 Lacs on sale of certain Non-Current Investments in shares of the aggregate book value of Rs.12.33 Lacs.

(ii) Trading in Securities

During the year under review, the Company made a profit from trading in securities of Rs. 20.20 Lacs (Previous Year Rs. 14.01 Lacs), mainly on redemption of Units held in Mutual Funds.

(iii) Finance

(a) Interest on Inter-corporate Deposit:

During the year under report the Company earned interest income on Inter Corporate Deposits of Rs.119.56 Lacs as against Rs. 105.76 Lacs in the previous year.

(b) Interest on Real Estate Exposure:

Till last year no income was earned on the amount provided as loan to Stan Plaza Limited (SPL) for taking exposure in real estate business on behalf of the Company. During the year, SPL got credit on the amount it extended to a real estate business company on our behalf. Accordingly SPL gave credit of Rs.79.34 Lacs as interest to the Company as per mutual understanding.

During the year, the Company on taking additional exposure to the extent of balance 50% share of Standard Industries Ltd. (SIL), has become the sole beneficial owner of the stake held by SPL in a real estate business company besides SPL holding land at Pune for and on behalf of the Company and SIL equally.

Opportunities and Threats

As various factors are posing constant threats and high volatility in the Capital Markets, it appears beneficial to diversify the portfolio to reduce the risk and insulate from the vagaries of stock-market. Mutual Funds help to reduce risk through diversification and professional management and therefore, the Company invests its surplus funds in debt/equity oriented Mutual Funds. One of the biggest advantages of Mutual Fund investment is Liquidity. Open-end funds provide option to redeem on demand, which is beneficial during rising or falling markets. The management is exploring other avenues of business.

Outlook

The Company intends to continue focusing on capital market activities including trading in securities and emerging products in derivatives.

Risk and Concern

The Company is exposed to specific risks that are particular to its business and the environment within which it operates, including interest rate volatility, economic cycle, credit risk and market risk. The Company has quoted investments which are exposed to fluctuations in stock prices. These investments represent a material portion of the Company''s business and are vulnerable to fluctuations in the stock markets. Any decline in prices of the Company''s quoted investments may affect its financial position and the results of its operations. It continuously monitors its market exposure and tries to manage these risks by following prudent business and risk management practices.

Adequacy of Internal Control

The Company has a proper and adequate system of internal control in all spheres of its activities to ensure that all its assets are safeguarded and protected against loss from unauthorized use or disposition and that the transactions are authorized, recorded and reported diligently. The Internal control is supplemented by an effective internal audit being carried out by an external firm of Chartered Accountants.

The Company ensures adherence to all internal control policies and procedures as well as compliances with all regulatory guidelines.

The Audit Committee of the Board of Directors reviews the adequacy of internal controls.

Human Resources

Relations remained cordial with employees at all levels during the year.

CORPORATE GOVERNANCE

During the year under Report SEBI introduced revised Clause 49 in the Listing Agreement.The Company has complied with applicable provisions of Corporate Governance under Clause 49 of the Listing Agreement with BSE. A separate report on Corporate Governance compliance is included as a part of the Annual Report along with the Auditors'' Certificate.

FIXED DEPOSITS

Your Company has not accepted any public deposits during the year under review.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, the Directors confirm that:

1. In the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards have been followed and that there are no material departures from the same;

2. Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit for the year ended on that date;

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The Annual Accounts for the Financial Year ended 31st March, 2015 have been prepared on a "going concern'' basis.

5. Proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

6. Proper systems devised to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

SUBSIDIARY COMPANY

As reported hereinabove, since substantial part of the assets standing in the name of Stan Plaza Limited (SPL) are now beneficially owned by the Company, during the year under Report, the Company has taken it over as its wholly owned subsidiary from Standard Industries Limited (SIL).

SPL is a Non-Listed Company. The total investment (exposure) of the Company in SPL being in excess of 20% of the consolidated Net Worth of the Company, SPL shall be termed as our material subsidiary under the Listing Agreement.

Stanrose Mafatlal Lubechem Limited - In Liquidation, a substantially owned subsidiary of the Company was ordered to wind-up by the High Court of Mumbai vide its Order dated June 10, 2011 and appointed the Official Liquidator to take charge of its Assets, Bank Accounts, Books of Accounts, Affairs, Business and Properties with all powers under the provisions of the Companies Act, 1956.

In compliance with the requirements of the provisions of Section 129(3) read with Rule 5 of Companies (Accounts) Rules, 2014, a Statement in Form AOC-1 containing the salient features of financial statements in respect of Stan Plaza Limited, a wholly owned subsidiary of the Company has been included as a part of this Annual Report. Stanrose Mafatlal Lubechem Limited being inoperative, its details are not disclosed in Form AOC-1.

The Company has framed a "Policy for Determining Material Subsidiaries'' for identifying material subsidiaries and to provide governance framework for such material subsidiaries. The policy is available on the website of the Company viz. www.stanrosefinvest.com.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements (CFS) of the Company and its wholly owned subsidiary Company viz. Stan Plaza Limited (SPL) are prepared in accordance with the provisions of Schedule III of the Companies Act, 2013 and relevant Accounting Standards issued by the Institute of Chartered Accountants of India, as applicable to the Company and form part of this Annual Report. These Statements have been prepared on the basis of audited financial statements received from SPL as approved by its Board. Stanrose Mafatlal Lubechem Ltd., a substantially owned subsidiary Company being inoperative, its financial statements are not considered in preparation of CFS.

DIRECTORATE

During the year, the Board of Directors appointed Mrs. Datta Bharat Dave (DIN 06990663) as an Additional Director of the Company. She being the spouse of Shri Bharat N. Dave, CEO of the Company, is treated as a Non-Independent Director and being eligible, necessary Resolution for her re-appointment as a Director of the Company is being put up at the forthcoming Annual General Meeting, for the approval of the Members.

As reported last year, Shri Chetan J. Parikh resigned from the directorship of the Company with effect from 13th May, 2014, in view of his commitments abroad.

In terms of Section 152 of the Companies Act, 2013, Shri Kersi J. Pardiwalla, a Non-Independent, Non-Executive Director of the Company is retiring by rotation and being eligible offers himself for re-appointment.

Brief resumes of Mrs Dave and Mr. Pardiwalla, as required under Clause 49 of the Listing Agreement, are covered in the notes of the Notice of the 35th AGM of the Company.

All Independent Directors have given their declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

None of the Directors of the Company is disqualified from being appointed or re-appointed as a Director as specified under Section 164 of the Companies Act, 2013.

KEY MANAGERIAL PERSONNEL

During the year under Report, the Company has appointed three Key Managerial Personnel, viz. Shri Bharat N. Dave, Chief Executive Officer, Shri Girish R. Shah, Vice President (Legal) & Company Secretary and Shri Harshad V. Mehta, Chief Financial Officer, to inter alia shoulder the responsibilities in their respective fields as envisaged under the provisions of the Companies Act, 2013.

FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

During the year under Report, the Board of Directors has adopted the Familiarization Programme for Independent Directors of the Company and posted the same on the website of the Company viz. www.stanrosefinvest.com. The Programme aims to provide insights into the Company to enable the Independent Directors to understand and significantly contribute to its business.

AUDITORS AND AUDITORS'' REPORT

STATUTORY AUDITORS

At the last AGM, M/s. C. C. Chokshi & Co., Chartered Accountants, were reappointed as the Statutory Auditors of the Company to hold office from the conclusion of that Meeting to the conclusion of the fourth consecutive Annual General Meeting (subject to ratification of the appointment by the members at every AGM held after that AGM). The Company has received a letter from them to the effect that their appointment, if ratified, would be within the prescribed limits under Section 139 of the Companies Act, 2013 and that they are not disqualified for such appointment within the meaning of Section 141 of the Companies Act, 2013.

SECRETARIAL AUDITORS

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 Messrs Manoj Hurkat and Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure A".

The Secretarial Audit Report confirms that the Company has complied with all the applicable provisions of the Companies Act, 1956/2013, Reserve Bank of India Act, 1934, Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007, Listing Agreement with the Stock Exchange, Depositories Act, 1996, Securities Contracts (Regulation) Act, 1956, Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992, Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and various Regulations and Guidelines as applicable to the Company.;

CORPORATE SOCIAL RESPONSIBILITY

As part of its initiative under Corporate Social Responsibility (CSR), the Board of Directors has constituted a Corporate Social Responsibility Committee comprising of Shri Shri Madhusudan J. Mehta as Chairman, Shri Framroz M. Pardiwalla and Smt. Datta B. Dave, as other members. Since the Net Profit for the year ended 31st March, 2015 is more than Rs. 5 crores, it will now comply with the relevant provisions of the Act, in due course.

NOMINATION AND REMUNERATION COMMITTEE

The Board of Directors at its Meeting held on 2nd August, 2014 constituted a Nomination and Remuneration Committee comprising of Shri Framroz M. Pardiwalla as Chairman, Shri Russi Jal Taraporevala and Shri Kersi J. Pardiwalla, as other members. The role and responsibilities, Company''s policy on directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other related matters are in conformity with the requirements of the Companies Act, 2013 and the Listing Agreement.

AUDIT COMMITTEE

The Board of Directors at its meeting held on 2nd August, 2014 re-constituted the Audit Committee, comprising of four Independent Non-Executive Directors, viz. Shri Framroz M. Pardiwalla, Chairman, Shri Arun P. Patel, Shri Rajesh Jaykrishna and Shri Russi Jal Taraporevala. The Scope of Audit Committee is enhanced in accordance with the Companies Act, 2013 and the Listing Agreement. The information relating to its term of reference, no. of meetings held and attendance, etc. during the year under report, are provided in the Corporate Governance Report.

EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

A detailed exercise for evaluation of the performance of the Board, its various Committees, viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders'' Relationship Committee and Share Transfer Committee as also the performance of individual Directors was carried out by the Board. The performance of the Board and that of its Committees was evaluated on the basis of various parameters like adequacy of its Composition, Board Culture, Execution and Performance of Specific Duties, Obligations and Governance, etc. Whereas the evaluation of individual Directors and that of the Chairman of the Board was on the basis of various factors like their attendance, level of their engagement and contribution, independency of judgment, their contribution in safeguarding the interest of the Company, etc. The Board recorded its satisfaction over the performance of its various Committees, its directors individually as well as the collective efforts put in by the Board in enhancing and safeguarding the interest of the Company as a whole.

DISCLOSURE OF RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES'' REMUNERATION, ETC.

The particulars of ratio of remuneration of each director to median remuneration of the employees of the Company for the financial year under report, percentage increase in remuneration to each Director and KMP, etc. more particularly described under Section 197(12) of the Companies Act, 2013 and Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in "Annexure B" to this Report.

PARTICULARS OF LOANS AND INVESTMENTS

The Company being a Non-Banking Financial Company registered with Reserve Bank of India with the principal business, inter alia, of Inter-Corporate Financing, the provisions of Section 186 except sub-section (1) of the Companies Act, 2013 (the Act) are not applicable to it. Hence no particulars thereof as envisaged under Section 134(3)(g) of the Act are covered in this Report.

RELATED PARTY TRANSACTIONS

The particulars of contracts or arrangements entered into by the Company with related parties which are subsisting during the year under Report are provided under "Annexure C" in Form AOC - 2. The Company has framed a ''Policy on Related Party Transactions'' for determining related parties, transactions on arm''s length basis and procedures to be followed for obtaining various approvals, etc.The policy is available on the website of the company viz. www.stanrosefinvest.com.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Pursuant to the requirement under Section 134(3) of the Companies Act, 2013, read with Rule 8 of Companies (Accounts) Rules, 2014:

(a) The Company has no activity involving conservation of energy or technology absorption.

(b) The Company does not have any Foreign Exchange Earnings.

(c) Outgo under Foreign Exchange - Rs.11.86 Lacs.

SEXUAL HARASSMENT

Entire staff in the Company is working in a most congenial manner and there are no occurrences of any incidents of sexual harassment during the year.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Board during the year under report approved and adopted "Vigil Mechanism/Whistle Blower Policy" in the Company. The Brief details of establishment of this Policy are provided in the Corporate Governance Report.

RISK MANAGEMENT POLICY

The Company was already having risk management system to identify, evaluate and minimize the Business risks. The Company during the year had formalized the same by formulating and adopting Risk Management Policy. This policy intends to identify, evaluate, monitor and minimize the identifiable risks in the Organisation.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in Form MGT 9 is provided in "Annexure D" to this Report.

PARTICULARS OF EMPLOYEES

The Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

ACKNOWLEDGEMENTS

Your Directors sincerely express their deep appreciation to employees at all levels, bankers, customers and shareholders for their sustained support and co-operation and hope that the same will continue in future.

For and on behalf of the Board Pradeep R. Mafatlal Chairman

Place: Mumbai Dated: 29th May, 2015.

Mar 31, 2013

The Directors have pleasure in presenting the Thirty-third Annual Report together with the Audited Statements of Annual of the Company for the Financial year ended 31St March, 2013.

FINANCIAL RESULTS;

(Rupees in Lacs)

Current Year Previous Year Rupees Rupees

Total Income 645.16 752.83

Gross Profit 355.63 469.92

Less: Depreciation 24.84 17.94

Pallet tailored Tax 330.79 471.98

Less: Provision for Taxation 43,36 70.01

Profit after Tax 207.43 401.97 Add'' Profit brought forward

from Previous Year 1225.27 117S.38 Balance Available for

Appropriations 1512.70 1577,85 Less'' Transfer to Reserve

u/s 45 IC of RBI Act,1934 60.00 81.00

Transfer to General Reserue-1 30.00 41.00

Proposed Dividend 238.08 98.40

Tax on Dividend 40,46 32.18

Add Transfer from General

Reserve II {for diminution of 19.89 -

certain Non-current investments)

Balance Carried forward 1164.05 1225.27

DIVIDEND

Your Directors recommend a Dividend of Rs.6/- per share Previous Year Rs.5/-) on 30.67,920 Equity Snares of Rs.10 each aggregating to Rs.278.54 Lacs (Incisive of dividend tax) for the financial year ended on 31st March 2013. If approved by the Shareholders at the forthcoming Annual General Meeting to be held on July 30. 2013. the said dividend will be paid on August 7, 2013 and thereafter, to those (ii) those whose rearms appear on the Register of Members of the Company or July 15, 2O113 and (II) those whose name as beneficial owners are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, for the purpose.

CORPORATE GOVERNANCE

The Company has complied with the applicable provisions of Corporate Governance under Claus 49 of the Listing Agreement with BSE. A separate report or Corporate Governance compliance is included as a part of the Annual Report along with the Auditors'' Certificate.

FIXED DEPOSITS

Your Company has not accepted any public deposits during the year under review.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1950, with respect to Directors'' Responsibility Statement, the Directors control that;

1. In the preparation of the annual accounts for the financial year ended 31st March. 2013, the applicable accounting standards have been followed and (that there and no materiel departures from the same:

2. Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of attains or the Company as at 31st March, 2013 and of the profit for the year ended or that date;

3. Proper and sufficient con has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and deleting fraud and other irregularities''.

4. The annual Accounts for the Financial Year ended a 1st March, 2013 have been prepared on a going concern'' basis.

SUBSIDIARY COMPANY

The Company does not have any Subsidiary Company in operation. Stan nose Mafatlal Lube hem Limited - In Liquidation, a substantially owned subsidiary of the Company has been ordered to be wound-up by the High Court of Mumbai vide its Order dated June 10.2011 and has appointed the Official Liquidator to take charge to its assets. Bank Accounts, books of accounts, all airs, business and properties with all powers under the provisions of the Companies. Act, 1956.

Thus at me end of the financial year viz. 31 at March. 2013 as at which Company''s Balance Sheet is made out the Company was not having any subsidiary in operation and hence the question of annexing its statements/ documents to the Company''s Balance Sheet as at 31 st March, 2013, as referred under Section 212 of the Companies Act. 1956, does not arise.

DIRECTORATE

In terms of Article 155 of the Articles of Association of the Company read with Section 256 of the Companies Act. 1956, Shri Pradeep R. Mafatlal, Shri Ramrod Patel, and Shri Fremroi M. Pandiwalla. Directors of the Company retire by rotation and being eligible offer themselves for re-appointment. Their file resumes, as required under Clause of the Listing Agreement. ere coveted in the notes of me Nonie for 33rd AGM of the Company.

None of the Directors of the Company is disqualified from being appointed as a Director as specified under Section 274 of me Companies Act, 1956.

AUDITORS AND AUDITORS REPORT

M''s. C. C. chokshi &. Co., Chartered Accountants, the Statutory Auditors of the Company are holding office until the conclusion of the ensuing Annual General Meeting and are eligible for re-apartment. The Company has received a letter from them to the effect that their appointment, all made, would be within the prescribed limits under Section 224(IB) of the Companies Act. 1958 and that they are not disqualified for suction appointment within the meaning of Section 226 of the Companies Act, 1956.

ENERGY, TECHNOLOGY AND FOHEIGN EXCHANGE

Pursuant to the requirement under Section of

The Companies Act. 1956, read with Companies (Disclosure of Particulars in the Repot of the Board of Directors) Rules. 1938.

{a) The Company Has no actively involving conservator of energy or technology absorption.

(b) The Company does not have any Foreign Exchange Earnings.

(c) Outgo under Foreign Exchange - Rs.15.51 Lacs.

PARTICULARS OF EMPLOYEES

The Company has not employed any individual whose remuneration falls within the purview gf the limits presented under the provisions of Section 217 (2A} of the Companies Act, 1956, read with the Companies (particular Employees) Rules. 1975.

ACKNOWLEDGEMENTS

Your Directors sincerely express their deep appreciation to employees at all levels, bankers, customers and shareholder for their sustained Support and cooperation and hope that the same will continue in future.

For and on behalf of the Board

pradeep R.Mafatlal

Chairman

Ahmadabad

Dated: May 22, 2013

Mar 31, 2012

To The Members of STANROSE MAFATLAL INVESTMENTS AND FINANCE LIMITED

The Directors have pleasure in presenting the Thirty-second Annual Report together with the Audited Statements of Account of the Company for the financial year ended 31st March, 2012.

FINANCIAL RESULTS:

(Rupees in Lacs) Current Year Previous Year Rupees Rupees

Total Income 752.83 953.64

Gross Profit 489.92 729.46

Less: Depreciation 17.94 20.57

Profit before Tax 471.98 708.89

Less: Provision for Taxation 70.01 114.67

Short Provision for taxation in respect of earlier years (Net) _ 2.96

Profit after Tax 401.97 591.26

Add: Profit brought forward from Previous Year 1175.88 995.20

Balance Available for Appropriations 1577.85 1586.46

Transfer to Reserve

u/s. 45 IC of RBI Act, 1934 81.00 120.00

Transfer to General Reserve-I 41.00 60.00

Proposed Dividend 198.40 198.40

Tax on Dividend 32.18 32.18

Balance carried forward 1225.27 1175.88

DIVIDEND

Your Directors recommend a Dividend of Rs.5.00 per share (Previous Year Rs.5/-) on 39,67,920 Equity Shares of Rs.10 each aggregating to Rs.230.58 Lacs (inclusive of dividend tax) for the financial year ended on 31st March, 2012. If approved by the Shareholders at the forthcoming Annual General Meeting to be held on 16th August, 2012, the said dividend will be paid on 24th August, 2012, to (i) those shareholders whose names appear on the Register of Members of the Company on 16th July, 2012 and (ii) those whose names as beneficial owners are furnished by National Securities Depository Limited and Central Depository Services Limited, for the purpose.

DELISTING FROM ASE

As there were no transactions in the Equity Shares of the Company on the Ahmedabad Stock Exchange Ltd.(ASE) since long and as the facility to trade in Company's shares through the Bombay Stock Exchange Ltd.(BSE), having nationwide trading terminals is available, the Company has voluntarily delisted its shares from ASE with effect from 31st October, 2011, in pursuance of SEBI (Delisting of Equity Shares) Regulations,2009.

CORPORATE GOVERNANCE

The Company has complied with the applicable provisions of Corporate Governance under Clause 49 of the Listing Agreement with BSE. A separate report on Corporate Governance compliance is included as a part of the Annual Report along with the Auditors' Certificate.

FIXED DEPOSITS

Your Company has not accepted any public deposits during the year under review.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, the Directors confirm that:

1. In the preparation of the annual accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed and that there are no material departures from the same;

2. Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the profit for the year ended on that date;

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The annual Accounts for the Financial Year ended 31st March, 2012 have been prepared on a 'going concern' basis.

SUBSIDIARY COMPANY

The Company does not have any Subsidiary Company in operation. Stanrose Mafatlal Lubechem Limited, a substantially owned subsidiary of the Company is in liquidation. The Winding up Petition No. 642 of 2006 filed by its creditors is disposed of by the High Court of Bombay vide its Order dated 10th June, 2011. Accordingly Stanrose Mafatlal Lubechem Limited stands wound-up. Now the Official Liquidator shall initiate the liquidation proceedings and complete the winding-up process of the said subsidiary.

Thus at the end of the financial year viz. 31st March, 2012 as at which Company's Balance Sheet is made out the Company was not having any subsidiary in operation and hence the question of annexing its statements/documents to the Company's Balance Sheet as at 31st March, 2012, as referred under Section 212 of the Companies Act, 1956, does not arise.

DIRECTORATE

In terms of Article 155 of the Articles of Association of the Company read with Section 256 of the Companies Act, 1956, Shri Rajesh Jaykrishna, Shri Kersi J. Pardiwalla and Shri Madhusudan J. Mehta, Directors of the Company retire by rotation and being eligible offer themselves for re- appointment. Their brief resumes, as required under Clause 49 of the Listing Agreement, are covered in the notes of the Notice for 32nd AGM of the Company.

None of the Directors of the Company is disqualified from being appointed as a Director as specified under Section 274 of the Companies Act, 1956.

AUDITORS AND AUDITORS' REPORT

M/s. C. C. Chokshi & Co., Chartered Accountants, the Statutory Auditors of the Company are holding office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such appointment within the meaning of Section 226 of the Companies Act, 1956.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Your Company is not engaged in any manufacturing activity and as such has no particulars to disclose under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, as regards conservation of energy or technology absorption. Further, during the year under review, your Company has neither earned nor made any payment in foreign exchange.

PARTICULARS OF EMPLOYEES

Your Company has not paid any remuneration attracting the provisions of Companies (Particulars of Employees) Rules, 1975 read with Section 217 (2A) of the Companies Act, 1956, as amended to date. Hence, no information is required to be appended to the Report in this regard.

ACKNOWLEDGEMENTS

Your Directors sincerely express their deep appreciation to employees at all levels, bankers, customers and shareholders for their sustained support and co-operation and hope that the same will continue in future.

For and on behalf of the Board

M. J. Mehta K. J. Pardiwalla

Director Director

Ahmedabad,

Dated: 27th April, 2012.

Mar 31, 2011

To The Members,

STANROSE MAFATLAL INVESTMENTS AND FINANCE LIMITED

The Directors have pleasure in presenting the Thirty-first Annual Report together with the Audited Statements of Account of the Company for the financial year ended 31st March, 2011.

FINANCIAL RESULTS:

(Rupees in Lacs) Current Year Previous Year Rupees Rupees

Total Income 953.64 1468.79

Gross Profit 729.46 1266.31

Less: Depreciation 20.57 14.73

Profit before Tax 708.89 1251.58

Less: Provision for Taxation 114.67 194.90

Short Provision for taxation in respect of earlier years (Net) 2.96 -

Profit after Tax 591.26 1056.68

Add: Profit brought forward from Previous Year 995.20 498.63

Balance Available for Appropriations 1586.46 1555.31

Transferred to Reserve u/s. 45 IC of RBI Act, 1934 120.00 218.00

Transfer to General Reserve-I 60.00 110.00

Proposed Dividend 198.40 198.40

Tax on Dividend 32.18 33.71

Balance carried forward 1175.88 995.20

DIVIDEND

Your Directors recommend a Dividend of Rs.5.00 per share (Previous Year Rs.3.50 Rs.1.50 Special for higher profits) on 39,67,920 Equity Shares of Rs.10 each aggregating to Rs.230.58 Lacs (inclusive of dividend tax) for the financial year ended on 31st March, 2011. If approved by the Shareholders at the forthcoming Annual General Meeting to be held on 3rd September, 2011, the said dividend will be paid on 19th September, 2011, to (i) those shareholders whose names appear on the Register of Members of the Company on 1st August, 2011 and (ii) those whose names as beneficial owners are furnished by National Securities Depository Limited and Central Depository Services Limited, for the purpose.

MANAGEMENT DISCUSSION AND ANALYSIS (MD&A)

ECONOMIC OVERVIEW

Despite new risks, the global economic recovery is gaining strength and the IMF has projected a 4.5% world growth in 2011 and 2012. While growth in emerging economies remain strong, that in the US and European region is slowly gaining momentum. Some of the economies of the developed nations are still a concern with the Euro Zone being the most vulnerable as rating agencies continue to downgrade the sovereign rating of many of the economies in this region. The natural disaster in Japan and sharp increase in oil prices consequent to the turmoil in the Middle East and North Africa is fuelling uncertainty to the pace of global recovery. Globally elevated food and commodity prices accompanied by the spike in oil prices have engendered inflation concerns.

India's economy too continued its smart recovery from the crisis, aided by the inherent strength of India's domestic demand and complemented by Reserve Bank of India's monetary management and the Central Government's fiscal stimulus measures. With its GDP likely to grow at 8.6% in 2010-11, India will be among the fastest growing economies and the average rate of growth for the next five years is estimated to be around 8.4%.

The key growth driver is likely to be the domestic demand fuelled by increasing young earning population, expected household consumption by middle class and upper middle class. The increasing capacity in the savings and vast investment opportunities will also support the growth of the economy. Inflation, however, continues to be a cause for concern. The year on year WPI inflation that started trending up in December, 2009 and continued through the current fiscal has shown signs of moderation by the year end. India's real GDP is estimated to grow by around 8.5% to 9% in 2011-12. Growing inflation, volatile capital inflows and a fragile recovery in advanced economies that can dampen exports, are immediate risks to India's growth prospects. Any unanticipated shocks to the global economic recovery could drive capital outflows from India, which may lead to increased volatility in the Indian Rupee and affect India's economic recovery.

Financial Review

The total income for the year was Rs.953.64 Lacs as compared to Rs.1468.79 Lacs in the previous year. Depreciation was higher at Rs.20.57 Lacs (Previous Year Rs.14.73 Lacs). The Provision for Taxation during the year was Rs.117.63 Lacs. Profit after tax was Rs.591.26 Lacs, which is substantially lower as compared to Rs.1056.68 Lacs in the previous year, mainly on account of lower booking of long-term capital gain.

An amount of Rs.120.00 Lacs was transferred to Statutory Reserve Fund pursuant to Section 45 IC of RBI Act, 1934 and an amount of Rs.60.00 Lacs was transferred to General Reserve I during the year under review.

The Net Worth of the Company as at 31st March, 2011 stood at Rs.4574.66 Lacs as against Rs.4213.98 Lacs on 31st March, 2010.

Industry Structure and Developments

The NBFC industry in private sector in India is represented by a mix of a few large companies with nationwide presence and a large number of small and medium sized companies with regional focus. These NBFCs provide a variety of services including fund-based and fee-based activities and cater to retail and non-retail markets and niche segments.

NBFCs continue witnessing strong competition in their traditional areas of retail lending from Banks and Financial Institutions. Banks which have innate advantage of lower cost of funds, are taking an increasing share in retail financing and providing a strong competition to NBFCs.

In this scenario, NBFCs are under pressure to cut costs and to develop a focused marketing approach on selected customer segments by offering more personalized services. The entry of strong NBFCs in insurance and banking has been one of the major developments in this sector.

Business Review

The Company's operations continue to be mainly focused in the areas of Inter- corporate Investments, Capital Market activities and Financing. Segment-wise brief outline of financial and operational performance during the year under report is as under:

(i) Investments

The Company's investment portfolio is reviewed from time to time and securities are bought to add to the Portfolio or sold in order to make Capital gains. Details of the Company's investments are given in Schedule 4 of the Balance Sheet of the Company as at 31st March, 2011. The total worth of Company's Quoted and Unquoted Investments (including Stock- in-trade) as at 31st March, 2011 is Rs.7228.39 Lacs (Previous Year Rs. 7786.10 Lacs) which is 124.71% (Previous Year 239.84%) higher than related Book Value. The decrease is mainly on account of decrease in the market value of the shares of Standard Industries Limited and sale of shares from Long-term Investment Portfolio.

During the year under report, the Company has deployed Rs.250.91 Lacs in the Units of Gold Bench- Mark Exchange Traded Scheme (Gold Bees), whereas there was a net divestment of Rs. 113.44 Lacs from other Long-Term Investments against net addition of Rs. 37.16 Lacs in the previous year.

During the year under report, the Company continued to take advantage of the relatively high stock market prices by booking a net profit of Rs.706.65 Lacs on sale of long term investments as against Rs.1260.98 Lacs in the previous year.

During the year, the Company earned income by way of Dividend of Rs.135.11 Lacs against Rs.112.33 Lacs in the previous year which inter alia includes Rs.82.75 Lacs (Previous year Rs.50.64 Lacs) received from Standard Industries Ltd. and Rs.7.79 lacs (Previous Year Rs.1.89 Lacs) on Units of Mutual Funds.

(ii) Trading in Securities

During the year under review, the Company concentrated its focus on trading in securities and has made a profit of Rs.52.61 Lacs as against Rs.40.77 Lacs in the previous year. The increase is on account of booking of profit on redemption of Units of Mutual Funds.

(iii) Finance

During the year under report the Company earned interest income of Rs.58.89 Lacs as against Rs.52.40 Lacs in the previous year.

During the year under report, the Company provided an interest-free Inter corporate deposit of Rs.465 Lacs to Stan Plaza Limited, a company which has taken exposure in the equity and loan of a Real Estate business company for and on behalf of the Company and Standard Industries Ltd (SIL) as per the mutual understanding between the Company and SIL.

Opportunities and Threats

As various factors are posing constant threats and high volatility in the Capital Markets, it appears beneficial to diversify the portfolio to reduce the risk and insulate from the vagaries of stock-market. Mutual Funds help to reduce risk through diversification and professional management and therefore, the Company invests in debt/equity oriented Mutual Funds. One of the biggest advantages of Mutual Fund investment is Liquidity. Open-end funds provide option to redeem on demand, which is beneficial during rising or falling markets. The management is exploring other avenues of business.

Outlook

The Company intends to continue focusing on capital market activities including trading in securities and emerging products in derivatives.

Risk and Concern

The Company is exposed to specific risks that are particular to its business and the environment within which it operates, including interest rate volatility, economic cycle, credit risk and market risk. The Company has significant quoted investments which are exposed to fluctuations in stock prices. These investments represent a material portion of the Company's business and are vulnerable to fluctuations in the stock markets. Any decline in prices of the Company's quoted investments may affect its financial position and the results of its operations. The Company has a well diversified portfolio of stocks to mitigate any stock specific risks. It continuously monitors its market exposure and tries to manage these risks by following prudent business and risk management practices.

Adequacy of Internal Control

The Company has a proper and adequate system of internal control in all spheres of its activities to ensure that all its assets are safeguarded and protected against loss from unauthorized use or disposition and that the transactions are authorized, recorded and reported diligently. The Internal control is supplemented by an effective internal audit being carried out by an external firm of Chartered Accountants.

The Company ensures adherence to all internal control policies and procedures as well as compliance with all regulatory guidelines.

The Audit Committee of the Board of Directors reviews the adequacy of internal controls.

Human Resource Development (HRD)

The Company has a team of able and experienced industry professionals and employees. The number of employees stood at 17 as on 31st March, 2011.

CORPORATE GOVERNANCE

The Company has complied with the applicable provisions of Corporate Governance under Clause 49 of the Listing Agreement with Stock Exchanges. A separate report on Corporate Governance compliance is included as a part of the Annual Report along with the Auditors' Certificate.

FIXED DEPOSITS

Your Company has not accepted any public deposits during the year under review.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, the Directors confirm that:

1. In the preparation of the annual accounts for the financial year ended 31st March, 2011, the applicable accounting standards have been followed and that there are no material departures from the same;

2. Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2011 and of the profit for the year ended on that date;

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The annual Accounts for the Financial Year ended 31st March, 2011 have been prepared on a going concern' basis.

SUBSIDIARIES

As the members are aware, Stanrose Mafatlal Lubechem Limited, a substantially owned subsidiary of the Company is in provisional liquidation. In a Winding-up Petition filed by one of the creditors, the Hon'ble Bombay High Court had appointed a Provisional Liquidator on 21st March, 2007, who has initiated the liquidation proceedings. Its Financial Statements/Results thereafter are not prepared/ made available.

Thus at the end of the financial year viz. 31st March, 2011 as at which Company's Balance Sheet is made out the Company was not having any subsidiary in operation and hence the question of annexing statements/documents of the subsidiary to the Balance Sheet as at 31st March, 2011 of the Company, as referred under Section 212 of the Companies Act, 1956, does not arise.

DIRECTORATE

In terms of Article 155 of the Articles of Association of the Company read with Section 256 of the Companies Act, 1956, Shri F. M. Pardiwalla, Shri Russi Jal Taraporevala and Shri Chetan J. Parikh, Directors of the Company retire by rotation and being eligible offer themselves for re- appointment. Their brief resumes, as required under Clause 49 of the Listing Agreement, are covered in the notes of the Notice for 31st AGM of the Company.

None of the Directors of the Company is disqualified from being appointed as a Director as specified under Section 274 of the Companies Act, 1956.

AUDITORS AND AUDITORS' REPORT

M/s. C. C. Chokshi & Co., Chartered Accountants, the Statutory Auditors of the Company are holding office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such appointment within the meaning of Section 226 of the Companies Act, 1956.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Your Company is not engaged in any manufacturing activity and as such has no particulars to disclose under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, as regards conservation of energy or technology absorption. Further, during the year under review, your Company has neither earned nor made any payment in foreign exchange.

PARTICULARS OF EMPLOYEES

Your Company has not paid any remuneration attracting the provisions of Companies (Particulars of Employees) Rules, 1975 read with Section 217 (2A) of the Companies Act, 1956, as amended to date. Hence, no information is required to be appended to the Report in this regard.

ACKNOWLEDGEMENTS

Your Directors sincerely express their deep appreciation to employees at all levels, bankers, customers and shareholders for their sustained support and co-operation and hope that the same will continue in future.

For and on behalf of the Board Pradeep R. Mafatlal Chairman

Mumbai, Dated : 30th May, 2011.

Mar 31, 2010

The Directors have pleasure in presenting the Thirtieth Annual Report together with the Audited Statements of Account of the Company for the financial year ended 31st March, 2010.

FINANCIAL RESULTS:

(Rupees in Lacs)

Current Year Previous Year Rupees Rupees

Total Income 1468.79 686.46

Gross Profit 1266.31 513.33

Less: Depreciation 14.73 18.04

Profit before Tax 1251.58 495.29

Less: Provision for Taxation 194.90 47.72

Short Provision for taxation in respect of of earlier years (Net) -- 3.73

Profit after Tax 1056.68 443.84

Add: Profit brought forward from Previous Year 498.63 357.27

Balance Available for Appropriation 1555.31 801.11

Transferred to Reserve u/s. 45 IC of RBI Act, 1934 218.00 90.00

Transfer to General Reserve-I 110.00 50.00

Proposed Dividend 198.40 138.88

Tax on Dividend 33.71 23.60

Balance carried forward 995.20 498.63

DIVIDEND

Your Directors recommend a Dividend of Rs.5.00 per share including a special Dividend of Rs.1.50 per share for higher profits in the current year (Previous Year Rs.3.50 per share) on 39,67,920 Equity Shares of Rs.10 each aggregating to Rs.232.11 Lacs (inclusive of dividend tax) for the financial year ended on 31st March, 2010. If approved by the Shareholders at the forthcoming Annual General Meeting to be held on 13th August. 2010, the said dividend will be paid on 30th August, 2010, to those shareholders whose names appear on the Register of Members of the Company on 12th July, 2010.

MANAGEMENT DISCUSSION AND ANALYSIS (MD&A)

ECONOMIC OVERVIEW

The year 2009-10 proved to be a year of global economic resurgence. The global economy, after faltering due to recession during 2008-09, witnessed an improvement mainly on account of infusion of stimulus funds by respective countries. China and India led the recovery from the front, on account of huge domestic demand and continued thrust on infrastructure creation, further propelling demand within the core sectors. The US recovery largely driven by fiscal and monetary stimulus, is expected to clock a GDP growth of 2.8% in 2010.

As per the revised estimates of GDP for 2009-10 released by the Central Statistical Organisation (CSO), the Indian economy is expected to grow at 7.4% in 2009-10, with (i) manufacturing sector growing at 10.8%, (ii) mining and quarrying at 10.6% and (iii) financing, insurance, real estate and business services sector at 9.7%, mainly driven by factors like rising per capita income, urbanization, favourable demographics and increasing job security. Farm sector grew by 0.2% in 2009-10, despite the drought, good winter crops made-up for the kharif shortfall. Fixed Investment, the big driver of growth, is up at 17.7% in the last quarter of 2009-10. The causes of concern are declining consumption expenditure by the Government, likely hit on exports if the crises in Europe drags on or spreads, sticky food inflation etc. Barring any problems caused by the Countrys fiscal vulnerability, growth is expected to strengthen in subsequent years as it will continue to reap the benefits of the ongoing opening up of the economy and gradual improvements in infrastructures.

Financial Review

The total income for the year was Rs. 1468.79 Lacs as compared to Rs.686.46 Lacs in the previous year. Depreciation was lower at Rs. 14.73 Lacs (Previous Year Rs.18.04 Lacs). The Provision for Taxation during the year was Rs.194.90 Lacs. Profit after tax was Rs.1056.68 Lacs, which is substantially higher as compared to Rs.443.84 Lacs in the previous year, mainly on account of booking of long-term capital gain.

An amount of Rs.218 Lacs was transferred to Statutory Reserve Fund pursuant to Section 45 IC of RBI Act, 1934 and an amount of Rs.110 Lacs was transferred to General Reserve I during the year under review.

The Net Worth of the Company as at 31st March, 2010 stood at Rs. 4213.98 Lacs as against Rs.3389.41 Lacs on 31st March, 2009

Industry Structure and Developments

The NBFC industry in private sector in India is represented by a mix of a few large companies with nation-wide presence and a large number of small and medium sized companies with regional focus. These NBFCs provide a variety of services including fund-based and fee-based activities and cater to retail and non-retail markets and niche segments.

NBFCs continue witnessing strong competition in their traditional areas of retail lending from Banks and Financial Institutions. Banks which have innate advantage of lower cost of funds, are taking an increasing share in retail financing and providing a strong competition to NBFCs.

In this scenario, NBFCs are under pressure to cut costs and to develop a focused marketing approach on selected customer segments by offering more personalized services. The entry of strong NBFCs in insurance and banking has been one of the major developments in this sector.

Business Review

The Companys operations continue to be mainly focused in the areas of Inter- corporate Investments, Capital Market activities and Financing. Segment-wise brief outline of financial and operational performance during the year under report is as under:

(i) Inter-corporate Investments

The Companys investment portfolio is reviewed from time to time and securities are bought to add to the Portfolio or sold in order to make Capital gains. Details of the Companys investments are given in Schedule 4 of the Balance Sheet of the Company as at 31st March, 2010. The total worth of Companys Quoted and Unquoted Investments (including Stock- in-trade) as at 31st March, 2010 is Rs.7786.10 Lacs (Previous Year Rs.4693.87 Lacs) which is 239.84% (Previous Year 47.30% ) higher than related Book Value. The substantial increase in appreciation is mainly on account of overall increase in Market Capitalization.

During the year under report, the Company has made net addition of Rs.48.48 Lacs in its long term investment portfolio against divestment of Rs. 164.52 Lacs (net) in the previous year.

During the year under report, the Company has made a net profit of Rs. 1260.98 Lacs on sale of long term investments as against Rs.514.88 Lacs in the previous year.

During the year, the Company earned income by way of Dividend of Rs.112.33 Lacs against Rs. 126.27 Lacs in the previous year which inter alia includes Rs.50.64 Lacs received from Standard Industries Ltd. against Rs.50.36 Lacs in the previous year and Rs.1.89 Lacs on Units of Mutual Funds (Previous Year Rs.21.89 Lacs).

(ii) Trading in Securities

During the year under review, the Company concentrated its focus on trading in securities and has made a profit of Rs.40.77 Lacs as against Rs.27.48 Lacs in the previous year. The increase is on account of improved equity markets during 2009-10.

(iii) Finance

During the year under report the Company earned interest income of Rs.52.40 Lacs as against Rs.16.03 Lacs in the previous year. The increase is on account of deployment of additional fund in Inter-Corporate Deposits.

Opportunities and Threats

As various factors are posing constant threats and high volatility of the Capital Markets, it appears to be beneficial to diversify the portfolio to reduce the risk and insulate from the vagaries of stock-market. Mutual Funds help to reduce risk through diversification and professional management and therefore, the Company invests in debt/ equity oriented Mutual Funds. One of the biggest advantages of Mutual Fund investment is Liquidity. Open- end funds provide option to redeem on demand, which is beneficial during rising or falling markets. The management is exploring other avenues of business.

Outlook

The Company intends to continue focusing on capital market activities including trading in securities and emerging products in derivatives.

Risk and Concern

The Company is exposed to specific risks that are particular to its business and the environment within which it operates, including interest rate volatility, economic cycle, credit risk and market risk. The Company has significant quoted investments which are exposed to fluctuations in stock prices. These investments represent a material portion of the Companys business and are vulnerable to fluctuations in the stock markets. Any decline in prices of the Companys quoted investments may affect its financial position and the results of its operations. The Company has a well diversified portfolio of stocks to mitigate any stock specific risks. It continuously monitors its market exposure and tries to manage these risks by following prudent business and risk management practices.

Adequacy of Internal Control

The Company has a proper and adequate system of internal control in all spheres of its activities to ensure that ;ll its assets are safeguarded and protected against loss irom unauthorized use or disposition and that the transactions are authorized, recorded and reported diligently. The Internal control is supplemented by an effective internal audit being carried out by an external firm of Chartered Accountants.

The Company ensures adherence to all internal control policies and procedures as well as compliance with all regulatory guidelines.

The Audit Committee of the Board of Directors reviews the adequacy of internal controls.

Human Resource Development (HRD)

The Company has a team of able and experienced industry professionals and employees. The number of employees stood at 18 as on 31st March, 2010.

CORPORATE GOVERNANCE

The Company has complied with the applicable provisions of Corporate Governance under Clause 49 of the Listing Agreement with Stock Exchanges. A separate report on Corporate Governance compliance is included as a part of the Annual Report along with the Auditors Certificate.

During the year, the Ministry of Corporate Affairs, Government of India had published Corporate Governance Voluntary Guidelines 2009. The Company is reviewing these guidelines.

FIXED DEPOSITS

Your Company has not accepted any public deposits during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, the Directors confirm that:

1. In the preparation of the annual accounts for the financial year ended 31st March, 2010, the applicable accounting standards have been followed and that there are no material departures from the same;

2. Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and of the profit for the year ended on that date.

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The annual Accounts for the Financial Year ended 31st March, 2010 have been prepared on a going concern basis.

SUBSIDIARIES

Stanrose Mafatlal Lubechem Limited, a substantially owned subsidiary of the Company is in provisional liquidation. The Honble High Court of Bombay has admitted the Winding-up Petition filed by one of the creditors and appointed a Provisional Liquidator on 21st March, 2007, who has initiated its liquidation proceedings. Its Financial Statements/Results thereafter are not prepared/made available.

Thus at the end of the financial year viz. 31st March, 2010 as at which Companys Balance Sheet is made out the Company was not having any subsidiary in operation and hence the question of annexing statements/documents pertaining to the subsidiary to the Balance Sheet as at 31st March, 2010 of the Company, as referred under Section 212 of the Companies Act, 1956, does not arise.

DIRECTORATE

In terms of Article 155 of the Articles of Association of the Company read with Section 256 of the Companies Act, 1956 (the Act), Shri Pradeep R. Mafatlal and Shri Arun P. Patel, Directors of the Company retire by rotation and being eligible offer themselves for re-appointment. Their brief resumes, as required under Clause 49 of the Listing Agreement, are covered in the notes of the Notice for 30th AGM of the Company.

Shri Madhusudan J. Mehta, was appointed as an Additional Director of the Company pursuant to the provisions of Article 139 of the Articles of Association of the Company read with Section 260 of the Act. Shri Mehta is holding office upto the date of the ensuing Annual General Meeting and is eligible for re-appointment as a Director of the Company. A Notice together with requisite deposit u/s. 257 of the Act has been received by the Company from some members, signifying their intention to propose him as a Director at the forthcoming AGM.

Your Directors regret to inform about the sad demise of Shri Rozal J. Mehta on 22nd March, 2010, who was associated with the Company as a Director since June, 1988. The invaluable services and guidance rendered by him to the Company will be greatly missed.

Shri F. M. Pardiwalla was appointed on 29th May, 2010 as a Director to fill the casual vacancy caused by the demise of Shri Rozal J. Mehta to hold office till the date Mr. Mehta would have held.

None of the Directors of the Company is disqualified from being appointed as a Director as specified under Section 274 of the Companies Act, 1956.

AUDITORS AND AUDITORS REPORT

M/s. C. C. Chokshi & Co., Chartered Accountants, the Statutory Auditors of the Company are holding office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for such appointment within the meaning of Section 226 of the Companies Act, 1956.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Your Company is not engaged in any manufacturing activity and as such has no particulars to disclose under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, as regards conservation of energy or technology absorption. Further, during the year under review, your Company has neither earned nor made any payment in foreign exchange.

PARTICULARS OF EMPLOYEES

Your Company has not paid any remuneration attracting the provisions of Companies (Particulars of Employees) Rules, 1975 read with Section 217 (2A) of the Companies Act, 1956, as amended to date. Hence, no information is required to be appended to the Report in this regard.

ACKNOWLEDGEMENTS

Your Directors sincerely express their deep appreciation to employees at all levels, bankers, customers and shareholders for their sustained support and co-operation and hope that the same will continue in future.

For and on behalf of the Board Pradeep R. Mafatlal

Chairman

Mumbai,

Dated: 3rd June, 2010.

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