Notes to Accounts of Stanrose Mafatlal Investments & Finance Ltd.

Mar 31, 2018

(ii) Terms/rights attached to equity shares : The Company has only one class of equity shares having par value of Rs. 10 per share. Each holder of equity shares is entitled to vote per share.

(iv) The holders of equity shares are entitled to dividends, if any, proposed by the Board of Directors and approved by Shareholders at the Annual General Meeting.

(v) In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

1. The Company is not holding and accepting deposits. Further, the total assets of the Company being less than Rs. 500 Crores, the Prudential Norms on Credit and Investment Concentration and Capital Adequacy are not applicable to it. The Company has complied with all other norms on Income Recognition, Accounting Standards, Assets Classification, Provisioning for Bad and Doubtful Debts & Standard Assets and other related matters as prescribed under the Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2015 as amended.

2. SEGMENT INFORMATION :

The Company is primarily engaged in the business of Intercorporate Investments, Capital Market Activities and Financing. Accordingly there are no separate reportable segments (business and/or geographical) in accordance with the requirements of Accounting Standard 17 -''Segment Reporting'', prescribed under Companies (Accounts) Rules, 2014.

3. There are no Micro, Small and Medium Enterprises to whom the Company owes dues which are outstanding as at the Balance Sheet date.

4. The Company has recommended a Dividend of Rs. 6/- Per Share for the year ended 31st March, 2018 (Previous Year Rs. 6/- Per Share).

5. The Board at its meeting held on 3rd February, 2018 has approved the merger of Surcort Trading Private Limited (Transferor Company) and Umiya Real Estate Private Limited (Transferor Company) with Stanrose Mafatlal Investments and Finance Limited (Transferee Company), by way of a Scheme of Amalgamation and Arrangement ("Scheme") effective from April 01, 2017, to be approved by the National Company Law Tribunal pursuant to the applicable provisions of the Companies Act, 2013 . Since Surcot Trading Private Limited is going to be merged with the Company, the Board has decided to waive the interest of Rs. 75.63 lacs outstanding as on September 30, 2017 on the Inter Corporate Deposit and thereafter no interest is charged.

6. Previous year''s figures have been regrouped / reclassified wherever necessary to correspond with the current year''s classification / disclosure.

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Mar 31, 2017

(ii) Terms/rights attached to equity shares : The Company has only one class of equity shares having par value of Rs. 10 per share. Each holder of equity shares is entitled to vote per share.

(iv) The holders of equity shares are entitled to dividends, if any, proposed by the Board of Directors and approved by Shareholders at the Annual General Meeting.

(v) In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

1. CONTINGENT LIABILITIES :

Contingent Liabilities not provided for in respect of disputed demand of Income-tax for which the Company is either in appeal or the effect of the Orders in appeal awaited is of Rs. NIL (Previous Year Rs. 3,07,595/-).

2. The Company is not holding and accepting deposits. Further, the total assets of the Company being less than Rs. 500 Crores, the Prudential Norms on Credit and Investment Concentration and Capital Adequacy are not applicable to it. The Company has complied with all other norms on Income Recognition, Accounting Standards, Assets Classification, Provisioning for Bad and Doubtful Debts & Standard Assets and other related matters as prescribed under the Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2015 as amended.

3. SEGMENT INFORMATION :

The Company is primarily engaged in the business of Intercorporate Investments, Capital Market Activities and Financing. Accordingly there are no separate reportable segments (business and/or geographical) in accordance with the requirements of Accounting Standard 17 -''Segment Reporting’, prescribed under Companies (Accounts) Rules, 2014.

4. There are no Micro, Small and Medium Enterprises to whom the Company owes dues which are outstanding as at the Balance Sheet date.

5. LEASES:

The Company has an operating Lease rented facility at Mumbai with lock-in-period of 12 months from the date of its commencement. The future rent payments for the facility are as under:

6. EMPLOYEE BENEFITS:

(a) The accruing liability on account of gratuity (retirement benefit in the nature of defined benefits plan) is accounted as per the Accounting Standard 15 “Employee benefits”, prescribed under the Companies (Accounts) Rules. 2014.

(Noted : The details of Experience adjustments have been disclosed to the extent of information available)

To fund the obligations under the gratuity plan Contributions are made to the Gratuity Fund created by the Company which invests the funds in following manner.

(b) The liability for leave encashment and compensated absences as at the year end is Rs. 9,33,217 (Previous Year Rs. 9,33,217).

7. AMOUNT REMITTED DURING THE YEAR IN FOREIGN CURRENCY ON ACCOUNT OF DIVIDENDS:

The Company has not made any remittance in foreign currencies on account of dividends and does not have information as to the extent to which remittance in foreign currencies on account of dividends may have been made by or on behalf of non-resident shareholders. The Particulars of dividends paid during the year to nonresident shareholders are as under:

8. Related Party Transactions :

(A) Name of related parties and description of relationship :

(1) Subsidiary Company

Stanrose Mafatlal Lubechem Limited - In Liquidation

Stan Plaza Limited [Wholly owned Subsidiary from 13/03/2015]

(2) Significant holding by Stanrose Mafatlal Investments and Finance Limited (SMIFL)

Standard Industries Limited (SIL)

Stanrose Fund Management Services Limited

(3) Controlling Companies having significant holding in SMIFL

Shanudeep Pvt. Ltd.

Sheiladeep Investments Pvt. Ltd.

Vinadeep Investments Pvt. Ltd.

Gagalbhai Investments Pvt. Ltd.

Pradeep Investments Pvt. Ltd.

(4) Enterprises Controlled by the Company

SMIFL Officers'' Superannuation Scheme SMIFL Officers'' Provident Fund SMIFL Employees'' Provident Fund SMIFL Employees'' Gratuity Fund

(5) Entities in which Directors are interested

Navinchandra Mafatlal Medical Trust

(6) Key Managerial Personnel

Shri Bharat N. Dave - Chief Executive Officer Shri Soham A. Dave - Company Secretary Shri Harshad V. Mehta - Chief Financial Officer

Notes :

None of the Loanees named hereinabove has made any investment in the Equity Capital of the Company or its subsidiary except negligible holding with some of the employees.

9. DISCLOSURE OF DETAILS AS REQUIRED UNDER PARA 13 OF NON-BANKING FINANCIAL (NON-DEPOSIT ACCEPTING OR HOLDING) COMPANIES PRUDENTIAL NORMS (RESERVE BANK) DIRECTIONS 2007.

10. Details of Specified Bank Notes (''SBN'') held and transacted during the period 8th November, 2016 to 30th December, 2016 as per the notification issued by the Ministry of Corporate Affairs (MCA) dated 30th March, 2017 as provided below

Specified Bank Notes'' shall have the same meaning provided in the notification of the Government of India, in the Ministry of Finance, Department of Economic Affairs number S.0.3407(E), dated the 8th November, 2016.

11. The Company has recommended a Dividend of Rs. 6/- Per Share for the year ended 31st March, 2017 (Previous Year Rs. 6/- Per Share).

12. Previous year''s figures have been regrouped / reclassified wherever necessary to correspond with the current year''s classification / disclosure.

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Mar 31, 2016

Notes :

(i) Reconciliation of the number of shares outstanding at the beginning and at the end of the reporting year :

(ii) Terms/rights attached to equity shares : The Company has only one class of equity shares having par value of Rs. 10 per share. Each holder of equity shares is entitled to vote per share.

* Note : Dividend proposed at Rs. 6.00 per share (Previous Year Rs. 6.00 per share)

Note : Cost of ownership Tenement in Co-operative Society is grouped under the head ''Buildings'' and it includes Cost of Shares of the said Society of the face value of Rs. 250 (Previous Year Rs. 250).

* Note : Unsecured Loan given to Stan Plaza Ltd. (SPL) is pursuant to the understanding entered into between the Company, Standard Industries Ltd. (SIL) & SPL. According to the same, SPL has taken exposure in a Real Estate Business company, and also purchased Land admeasuring around 104 acres at Pune. SPL will be facilitating on behalf of the Company & SIL as the case may be, for which it will charge a lump sum fee @ 5% of the benefits to be received. Further the benefits and losses as the case may be, from the exposure in real estate business company will be solely belong to the company and for that of land at pune equally by the Company & SIL.

1. CONTINGENT LIABILITIES :

Contingent Liabilities not provided for in respect of disputed demand of Income-tax for which the Company is either in appeal or the effect of the Orders in appeal awaited is of Rs. 3,07,595/- (Previous Year Rs. 4,99,090/-)

2. The Company is not holding and accepting deposits. Further, the total assets of the Company being less than Rs. 500 Crores, the Prudential Norms on Credit and Investment Concentration and Capital Adequacy are not applicable to it. The Company has complied with all other norms on Income Recognition, Accounting Standards, Assets Classification, Provisioning for Bad and Doubtful Debts & Standard Assets and other related matters as prescribed under the Non-Systemically Important Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2015 as amended.

3. SEGMENT INFORMATION :

The Company is primarily engaged in the business of Interoperate Investments, Capital Market Activities and Financing. Accordingly there are no separate reportable segments (business and/or geographical) in accordance with the requirements of Accounting Standard 17 -''Segment Reporting’, prescribed under Companies (Accounts) Rules, 2014.

4. There are no Micro, Small and Medium Enterprises to whom the Company owes dues which are outstanding as at the Balance Sheet date.

5. LEASES :

The Company has an operating Lease rented facility at Mumbai with lock-in-period of 12 months from the date of its commencement. The future rent payments for the facility are as under:

6. EMPLOYEE BENEFITS :

(a) The accruing liability on account of gratuity (retirement benefit in the nature of defined benefits plan) is accounted as per the Accounting Standard 15 “Employee benefits”, prescribed under the Companies (Accounts) Rules, 2014.

(b) The liability for leave encashment and compensated absences as at the year end is Rs. 9,33,217 (Previous Year Rs. 9,33,217).

The Company has not made any remittance in foreign currencies on account of dividends and does not have information as to the extent to which remittance in foreign currencies on account of dividends may have been made by or on behalf of non-resident shareholders. The Particulars of dividends paid during the year to nonresident shareholders are as under:

7. Related Party Transactions :

(A) Name of related parties and description of relationship :

(1) Subsidiary Company (4) Enterprises Controlled by SMIFL

Stanrose Mafatlal Lubechem Limited - In Liquidation SMIFL Officers'' Superannuation Scheme

Stan Plaza Limited [Wholly owned Subsidiary SMIFL Officers'' Provident Fund

from 13/03/2015] SMIFL Employees'' Provident Fund

(2) Significant holding by Stanrose Mafatlal Investments SMIFL Employees'' Gratuity Fund

and Finance Limited (SMIFL) (5) Entities in which Directors are interested

Standard Industries Limited (SIL) Navinchandra Mafatlal Medical Trust

Stanrose Fund Management Services Limited (6) Key Managerial Personnel

(3) Controlling Companies having significant holding in SMIFL Shri Bharat N. Dave - Chief Executive Officer

_{Shanudeep Pvt. Ltd.} Shri Girish R. Shah - Vice President (Legal) &

Sheiladeep Investments Pvt. Ltd. Company Secretary (Upto 31-03-2016)

Vinadeep Investments Pvt. Ltd. Shri Harshad V. Mehta - Chief Financial Officer Gagalbhai Investments Pvt. Ltd.

Pradeep Investments Pvt. Ltd.

Notes :

None of the Loanees named hereinabove has made any investment in the Equity Capital of the Company or its Subsidiary except negligible holding with some of the employees.

(6) Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted):

8. Previous year''s figures have been regrouped / reclassified wherever necessary to correspond with the current year''s classification / disclosure.

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Mar 31, 2015

1. CONTINGENT LIABILITIES :

Contingent Liabilities not provided for in respect of disputed demand of Income-tax for which the Company is either in appeal or the effect of the Orders in appeal awaited is of Rs. 4,99,090/- (Previous Year Rs. 1,53,10,513/-).

2. The Company is not holding and accepting deposits. Further, the total assets of the Company being less than Rs. 500 Crores, the Prudential Norms on Credit and Investment Concentration and Capital Adequacy are not applicable to it. The Company has complied with all other norms on Income Recognition, Accounting Standards, Assets Classification, Provisioning for Bad and Doubtful Debts & Standard Assets and other related matters as prescribed under the Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 as amended.

3. SEGMENT INFORMATION :

The Company is primarily engaged in the business of Intercorporate Investments,Capital Market Activities and Financing. Accordingly there are no separate reportable segments (business and/or geograohical) in accordance with the requirements of Accounting Standard 17 - ''Segment Reporting'',prescribed under Companies (Accounts) Rules, 2014.

4. There are no Micro, Small and Medium Enterprises to whom the Company owes dues which are outstanding as at the Balance Sheet date.

5. LEASES :

The Company has an operating Lease rented facility at Mumbai with lock-in-period of 60 months from the date of its commencement. The future rent payments for the facility are as under:

6. EMPLOYEE BENEFITS :

(a) The accruing liability on account of gratuity (retirement benefit in the nature of defined benefits plan) is accounted as per the Accounting Standard 15 "Employee benefits", prescribed under the Companies (Accounts) Rules. 2014.

7. Previous year''s figures have been regrouped / reclassified wherever necessary to correspond with the current year''s classification / disclosure.

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Mar 31, 2013

1. CONTINGENT LIABILITIES : Contingent

provided 1dr in replace of disputed demand of Income-tax for which the Company is either in appeal or the ells of the dears in appeal awaited is of Rate, 1,53.10,513 (Previous Year Rs. 1,51,11,425).

2 . The Company is not holding and accepting deposits. Further, the Algal assets or the Company being less than Rs. 100 Crones, the Prudential Norms in Credit and Investment Concentration and Capital Adequacy are not applicable to it, The Company has complied with all other Norma on Income Recognition, Accounting Standards, Assets. Classification, Provisioning for Bad and Doubtful Debts 4 Standard Assets arm other related matters as prescribed under the Non-Ban king Financial (Non-Depos.it Accepting or Holding) Companies Prudential Norms (Reserve Bfmk) Directions 2WA as am Ended.

3. SEGMENT INFORMATION : The Company primarily engaged in the business of Interoperate Investments, Capital Market Activities and Financing. Accordingly there are no separate reportable segments (business and/or geographical) in accordance with the requirements of Accounting Standard 17 - "Segment Reporting1,prescribed under Companies (Accounting Standard) Rules, 2D0G.

4. There are no Micro. Small and Medium Entrances to whom the Company owes dues which are outstanding as at the Balance Sheet date.

5. LEASES:

The Company has an operating Lease reined facility at Mumbai with lock-in-period of SO months from the dale of i1$ commencement. The More rent payments for the facility are as under:

6. EMPLOYEE BENEFITS :

(a) The accruing liability on account of gratuity (entire- nent benefit in 1he nature of defined benefits plan) is accounted as per me Accounting Standard 15 (Revised 2005) "Embay benefits, prescribed under the Companies (Accounting Standard) Rs. 2006.

(i) Name of the Loaners named hereinabove has made any investment in the Family Capital five this Company except negligible hiding with storm of IF employees.

(ii) During its year under report there are no one'' transaction; Load Advance act. referred above with Subsidiary, Associates or with firms companies in which Directors are interested.

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Mar 31, 2012

Stanplaza Ltd. (SPL) is pursuant to the understanding entered into between the Company, Standard Industries Ltd. (SIL) & SPL. Accordingly, apart from the exposure taken in a Real Estate Business company, SPL has also purchased Land admeasuring around 104 Ares at Pune. SPL will be facilitating on behalf of the Company and SIL, for which it will charge a lump sum fee @ 5% of the benefits to be received. Further the benefits and losses as the case may be, from the said exposure will be shared equally by the Company & SIL.

1. CONTINGENT LIABILITIES : Contingent Liabilities not provided for in respect of disputed demand of Income-tax for which the Company is either in appeal or the effect of the Orders in appeal awaited is of Rs. 1,51,11,425 (Previous Year Rs. 1,40,27,093).

2. The Company is not holding and accepting deposits as also not being systematically important the Prudential Norms on Credit and Investment Concentration and Capital Adequacy are not applicable to it. The Company has complied with all other norms on Income Recognition

Accounting Standards, Assets Classification, Provisioning for Bad and Doubtful Debts & Standard Assets and other related matters as prescribed under the Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions 2007 as amended.

3. SEGMENT INFORMATION : The Company is primarily engaged in the business of Intercorporate Investments, Capital Market Activities and Financing. Accordingly there are no separate reportable segments as per Accounting Standard 17 dealing with Segment Reporting.

4. There are no Micro Small and Medium Enterprises to whom the Company owes dues which are outstanding as at the Balance Sheet date.

5. LEASES :

The Company has an operating Lease rented facility at Mumbai with lock-in-period of 60 months from the date of its commencement. The future rent payments for the facility are as under:

6. The Revised Schedule VI has become effective from 1 April, 2011 for the preparation of financial statements. This has significantly impacted the disclosure and presentation made in the financial statements. Previous year's figures have been regrouped / reclassified wherever necessary to correspond with the current year's classification / disclosure.

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Mar 31, 2011

1. Contingent Liabilities not provided for in respect of disputed demand of Income-tax for which the Company is either in appeal or the effect of the Orders in appeal awaited, is of Rs. 1,40,27,093/- (Previous Year Rs. 1,54,14,310/-).

2. The Company is not holding and accepting deposits as also not being systemically important, the Prudential Norms on Credit and Investment Concentration as also Capital Adequacy are not applicable to it. The Company has complied with all other norms on Income Recognition, Accounting Standards, Assets Classification, Provisioning for Bad and Doubtful Debts as also Standard Assets and other related matters as prescribed under the Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007, as amended.

3. The Company is primarily engaged in the business of Intercorporate Investments, Capital Market Activities and Financing and accordingly there are no separate reportable segments as per Accounting Standard 17 dealing with Segment Reporting.

4. There are no Micro, Small and Medium Enterprises, to whom the Company owes dues, which are outstanding as at the Balance Sheet date.

5. During the year, the Company and Standard Industries Ltd.(SIL) have entered into an understanding with Stanplaza Ltd.(SPL), whereby SPL will take exposure in the loan and an equity of a Real Estate business company. As per the said understanding, SPL will be facilitating on behalf of the Company and SIL, for which it will charge a lump sum fee @ 5% of the benefits to be received. Further, the benefits and losses, as the case may be, from the said exposure by SPL shall be shared equally between the Company and SIL, Accordingly in terms of the said understanding the Company has provided an interest free Inter Corporate Deposit of Rs. 4,65,00,000/- to SPL.

6. Related Party Disclosures :

(A) Name of related parties and description of relationship :

(1) Subsidiary Company Stanrose Mafatlal Lubechem Limited (In Provisional Liquidation)

(2) Significant holding by Standard Industries Limited (SIL) Stanrose Mafatlal Investments Stanplaza Limited (wholly owned and Finance Limited (SMIFL) Subsidiary of SIL) Stanrose Fund Management Services Limited

(3) Controlling Companies Shanudeep Pvt. Ltd. having significant holding Sheiladeep Investments Pvt. Ltd. in SMIFL Vinadeep Investments Pvt. Ltd.

Gagalbhai Investments Pvt. Ltd.

Pradeep Investments Pvt. Ltd.

Standard Industries Limited

(4) Enterprises Controlled SMIFL Officers' Superannuation by SMIFL Scheme SMIFL Officers' Provident Fund SMIFL Employees' Provident Fund SHL Employees' Gratuity Fund

7. Previous Years' figures have been regrouped wherever necessary.

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Mar 31, 2010

1. Contingent Liabilities not provided for in respect of disputed demand of Income-tax for which the Company is either in appeal or the effect of the Orders in appeal awaited, is of Rs. 1,54,14,310/-. (Previous Year Rs. 1,51,23,453/-).

2. The Company is not holding and accepting deposits as also not being systemically important, the Prudential Norms on Credit and Investment Concentration as also Capital Adequacy are not applicable to it. The Company has complied with all other norms on Income Recognition, Accounting Standards, Assets Classification, Provisioning for Bad and Doubtful Debts and other related matters as prescribed under the Non-Banking Financial (Non- Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007.

3. The Company is primarily engaged in the business of Intercorporate Investments, Capital Market Activities and Financing and accordingly there are no separate reportable segments as per Accounting Standard 17 dealing with Segment Reporting.

4. There are no Micro, Small and Medium Enterprises, to whom the Company owes dues, which are outstanding as at the Balance Sheet date.

5. Related Party Disclosures :

(A) Name of related parties and description of relationship :

(1) Subsidiary Company Stanrose Mafatlal Lubechem Limited (In Provisional Liquidation)

(2) Significant holding by Standard Industries Limited

Stanrose Mafatlal Investments Stanrose Fund Management Services Limited and Finance Limited (SMIFL)

(3) Controlling Companies Shanudeep Pvt. Ltd. having significant holding Sheiladeep Investments Pvt. Ltd. in SMIFL Vinadeep Investments Pvt. Ltd. Gagalbhai Investments Pvt. Ltd. Pradeep Investments Pvt. Ltd.

(4) Enterprises Controlled SMIFL Officers Superannuation Scheme by SMIFL SMIFL Officers Provident Fund

SMIFL Employees Provident Fund SHL Employees Gratuity Fund

6. Previous Years figures have been regrouped wherever necessary.