stanrose mafatlal...4 stanrose mafatlal investments and finance limited 128.82% (previous year...

STANROSE MAFATLALINVESTMENTS AND FINANCE LIMITED

BOARD OF DIRECTORSSHRI PRADEEP R. MAFATLAL,ChairmanSHRI RUSSI JAL TARAPOREVALASHRI ARUN P. PATELSHRI RAJESH JAYKRISHNASHRI CHETAN J. PARIKH (Upto 13-05-14)SHRI KERSI J. PARDIWALLASHRI MADHUSUDAN J. MEHTASHRI FRAMROZ M. PARDIWALLASMT. DATTA B. DAVE (from 1-11-2014)

CHIEF EXECUTIVE OFFICERSHRI BHARAT N. DAVE

VICE PRESIDENT (LEGAL) &COMPANY SECRETARYSHRI GIRISH R. SHAH

CHIEF FINANCIAL OFFICERSHRI HARSHAD V. MEHTA

ASSISTANT COMPANY SECRETARYSHRI SOHAM A. DAVE

BANKERSHDFC BANK LTD. AXIS BANK LTD.IDBI BANK LTD.

CORPORATE OFFICEVIJYALAXMI MAFATLAL CENTRE57-A, DR. G. DESHMUKH MARG,MUMBAI-400 026

SHARE TRANSFER AGENTLINK INTIME INDIA PVT. LTD.,Unit No. 303, 3rd Floor, Shopper's Plaza V,Opp. Municipal Market, Off. C.G.Road,Ahmedabad - 380 009.Tel. 079 26465179Email: [email protected] site: www.linkintime.co.in

CONTENTS PAGECorporate InformationDirectors' Report 3Report on Corporate Governance 21Auditor's Certificate on CorporateGovernance 28Independent Auditors' Report onStandalone Financial Statements 29Balance Sheet 32Statement of Profit and Loss 33Cash Flow Statement 34Notes to Financial Statements 35Independent Auditor's Report onConsolidated Financial Statements 47Consolidated Financial Statements andNotes thereon 51Salient Features of Financial Statementsof Subsidiary 64Notice of AGM 65Proxy FormAttendance Slip

STATUTORY AUDITORSC. C. CHOKSHI & COMPANYChartered Accountants

SECRETARIAL AUDITORSMANOJ HURKAT & ASSOCIATESCompany Secretaries

REGISTERED OFFICEPOPULAR HOUSE, ASHRAM ROADAHMEDABAD-380 009Email: [email protected]: www.stanrosefinvest.com

LISTED ON : BSE, CODE : 506105DEMAT CODE : ISIN : INE441L01015

Thirty-Fifth Annual General Meeting on 12th August, 2015 at 'Banquet Hall', Karnavati Club Limited,S. G. Highway, Ahmedabad - 380 058.

Shareholders intending to require any information about the accounts to be explained in the Meetingare requested to inform the Company at least ten days in advance of the Annual General Meeting.

DIRECTORS' REPORTToThe Members,STANROSE MAFATLAL INVESTMENTS ANDFINANCE LIMITED

Your Directors have pleasure in presenting the Thirty-fifthAnnual Report together with the Audited Statements ofAccount of the Company for the financial year ended 31stMarch, 2015.

FINANCIAL RESULTS: (Rupees in Lacs)

Current Year Previous YearRupees Rupees

Total Income 1071.88 730.63Gross Profit 735.91 408.37Less:Depreciation 36.11 24.03

Profit before Tax 699.80 384.34Less: Provision for Taxation 112.17 53.50Short Provision for taxation inrespect of earlier years (Net) 107.14 -

Profit after Tax 480.49 330.84Add: Profit brought forwardfrom Previous Year 1140.75 1164.06Balance Available forAppropriations 1621.24 1494.90Less:Transfer to Reserveu/s. 45 IC of RBI Act, 1934 96.50 66.50Transfer to General Reserve-I 5.75 33.25Transfer to General Reserve-II 4.02 -Proposed Dividend 238.08 238.08Tax on Dividend 48.46 40.46Add:Transfer from GeneralReserve II (for diminution ofcertain Non-currentInvestments) - 24.13

Balance carried forward 1228.43 1140.74

DIVIDEND

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

MANAGEMENT DISCUSSION AND ANALYSIS (MD&A)

FINANCIAL REVIEWThe 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 onaccount of change in charging provisions under theCompanies Act, 2013, based on useful life of assetinstead of fixed percentage under the Companies Act,1956. The Provision for Taxation: (i) for the year underreport was Rs.112.16 Lacs and (ii) Short Provision inrespect of earlier years (net) was Rs.107.14 Lacs.Whereas the amount of Contingent Liabilities not providedfor in respect of disputed demands of Income-tax as at31st March, 2015 stood reduced to Rs.4.99 Lacs asagainst Rs.153.11 Lacs as at 31st March, 2014. Profitafter tax was Rs. 480.49 Lacs. The total income and theprofit for the year are higher, mainly on account of higherbooking of profit on sale of non-current investments byRs.247.56 Lacs and increase in interest income on InterCorporate Financing by Rs.93.14 Lacs.

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

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

NBFC INDUSTRY

The NBFC (Non-Banking Finance Company) sector hasevolved considerably in terms of its size, operations,technological sophistication, and entry into newer areasof financial services and products. NBFCs are nowdeeply interconnected with the entities in the financialsector, on both sides of their balance sheets. Beingfinancial entities, they are exposed to risks arising out ofcounterparty failures, funding and asset concentration,interest rate movement and risks pertaining to liquidityand solvency, as any other financial sector player.

Business Review

The Company's operations continue to be mainly focusedin the areas of Inter- corporate Investments, Capital Marketactivities and Financing. Segment-wise brief outline offinancial and operational performance during the yearunder report is as under:

(i) Investments

The Company's investment portfolio is reviewed fromtime to time to buy securities to add to the Portfolioor to sell in order to make Capital gains. Details ofthe Company's investments are given under NoteNo. 7 to Financial Statements of the Company forthe year ended as at 31st March, 2015. The totalworth of Company's Quoted and UnquotedInvestments in Shares and Securities (IncludingStock-in-trade) as at 31st March, 2015 is Rs.5404.98Lacs (Previous Year Rs.4359.63 Lacs) which is

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STANROSE MAFATLAL

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STANROSE MAFATLAL INVESTMENTS AND FINANCE LIMITED128.82% (Previous Year 55.16%) higher thanrelated Book Value. The increase in appreciation ofBook Value of portfolio from 55.16% to 128.82%is mainly on account of overall increase in marketcapitalization.

During the year under report the Company:

(a) has made disinvestment of Rs.456.91Lacs from its Non-current Quoted EquityInvestments as against Rs.37.59 Lacs inthe previous year.

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

(c) earned income by way of Dividend ofRs.123.06 Lacs against Rs.129.68 Lacs inthe previous year which inter alia includesRs.93.03 Lacs (Previous year Rs.93.03Lacs) received from Standard IndustriesLtd.

After the close of the Financial Year ended onMarch 31, 2015, the Company has booked NetCapital Gain of Rs.106.68 Lacs on sale of certainNon-Current Investments in shares of the aggregatebook value of Rs.12.33 Lacs.

(ii) Trading in Securities

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

(iii) Finance

(a) Interest on Inter-corporate Deposit:

During the year under report the Company earnedinterest income on Inter Corporate Deposits ofRs.119.56 Lacs as against Rs.105.76 Lacs in theprevious year.

(b) Interest on Real Estate Exposure:

Till last year no income was earned on the amountprovided as loan to Stan Plaza Limited (SPL) fortaking exposure in real estate business on behalfof the Company. During the year, SPL got credit onthe amount it extended to a real estate businesscompany on our behalf. Accordingly SPL gavecredit of Rs.79.34 Lacs as interest to the Companyas per mutual understanding.

During the year, the Company on taking additionalexposure to the extent of balance 50% share ofStandard Industries Ltd. (SIL), has become the solebeneficial owner of the stake held by SPL in a realestate business company besides SPL holding landat Pune for and on behalf of the Company and SILequally.

Opportunities and Threats

As various factors are posing constant threats and highvolatility in the Capital Markets, it appears beneficial todiversify the portfolio to reduce the risk and insulatefrom the vagaries of stock-market. Mutual Funds help toreduce risk through diversification and professionalmanagement and therefore, the Company invests itssurplus funds in debt/equity oriented Mutual Funds. Oneof the biggest advantages of Mutual Fund investment isLiquidity. Open-end funds provide option to redeem ondemand, which is beneficial during rising or fallingmarkets. The management is exploring other avenues ofbusiness.

Outlook

The Company intends to continue focusing on capitalmarket activities including trading in securities andemerging products in derivatives.

Risk and Concern

The Company is exposed to specific risks that areparticular to its business and the environment within whichit operates, including interest rate volatility, economic cycle,credit risk and market risk. The Company has quotedinvestments which are exposed to fluctuations in stockprices. These investments represent a material portionof the Company's business and are vulnerable tofluctuations in the stock markets. Any decline in pricesof the Company's quoted investments may affect itsfinancial position and the results of its operations. Itcontinuously monitors its market exposure and tries tomanage these risks by following prudent business andrisk management practices.

Adequacy of Internal Control

The Company has a proper and adequate system ofinternal control in all spheres of its activities to ensurethat all its assets are safeguarded and protected againstloss from unauthorized use or disposition and that thetransactions are authorized, recorded and reporteddiligently. The Internal control is supplemented by aneffective internal audit being carried out by an externalfirm of Chartered Accountants.

The Company ensures adherence to all internal controlpolicies and procedures as well as compliances with allregulatory guidelines.

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

Human Resources

Relations remained cordial with employees at all levelsduring the year.

CORPORATE GOVERNANCE

During the year under Report SEBI introduced revisedClause 49 in the Listing Agreement.The Company has

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STANROSE MAFATLALcomplied with applicable provisions of CorporateGovernance under Clause 49 of the Listing Agreementwith BSE. A separate report on Corporate Governancecompliance is included as a part of the Annual Reportalong with the Auditors' Certificate.

FIXED DEPOSITS

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

DIRECTORS’ RESPONSIBILITY STATEMENT

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

1. In the preparation of the annual accounts for thefinancial year ended 31st March, 2015, theapplicable accounting standards have been followedand that there are no material departures from thesame;

2. Accounting policies selected were appliedconsistently. Reasonable and prudent judgmentsand estimates were made so as to give a true andfair view of the state of affairs of the Company asat 31st March, 2015 and of the profit for the yearended on that date;

3. Proper and sufficient care has been taken for themaintenance of adequate accounting records inaccordance with the provisions of the CompaniesAct, 2013, for safeguarding the assets of theCompany and for preventing and detecting fraudand other irregularities;

4. The Annual Accounts for the Financial Year ended31st March, 2015 have been prepared on a `goingconcern' basis.

5. Proper internal financial controls were in place andthat the financial controls were adequate and wereoperating effectively.

6. Proper systems devised to ensure compliance withthe provisions of all applicable laws were in placeand were adequate and operating effectively.

SUBSIDIARY COMPANY

As reported hereinabove, since substantial part of theassets standing in the name of Stan Plaza Limited (SPL)are now beneficially owned by the Company, during theyear under Report, the Company has taken it over as itswholly 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 of20% of the consolidated Net Worth of the Company, SPLshall be termed as our material subsidiary under the ListingAgreement.

Stanrose Mafatlal Lubechem Limited - In Liquidation, asubstantially owned subsidiary of the Company wasordered to wind-up by the High Court of Mumbai vide itsOrder dated June 10, 2011 and appointed the OfficialLiquidator to take charge of its Assets, Bank Accounts,Books of Accounts, Affairs, Business and Properties withall powers under the provisions of the Companies Act,1956.

In compliance with the requirements of the provisions ofSection 129(3) read with Rule 5 of Companies (Accounts)Rules, 2014, a Statement in Form AOC-1 containing thesalient features of financial statements in respect of StanPlaza Limited, a wholly owned subsidiary of the Companyhas been included as a part of this Annual Report.Stanrose Mafatlal Lubechem Limited being inoperative, itsdetails are not disclosed in Form AOC-1.

The Company has framed a `Policy for DeterminingMaterial Subsidiaries' for identifying material subsidiariesand to provide governance framework for such materialsubsidiaries. The policy is available on the website ofthe Company viz. www.stanrosefinvest.com.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements (CFS) of theCompany and its wholly owned subsidiary Company viz.Stan Plaza Limited (SPL) are prepared in accordancewith the provisions of Schedule III of the Companies Act,2013 and relevant Accounting Standards issued by theInstitute of Chartered Accountants of India, as applicableto the Company and form part of this Annual Report.These Statements have been prepared on the basis ofaudited financial statements received from SPL asapproved by its Board. Stanrose Mafatlal Lubechem Ltd.,a substantially owned subsidiary Company beinginoperative, its financial statements are not considered inpreparation of CFS.

DIRECTORATE

During the year, the Board of Directors appointed Mrs.Datta Bharat Dave (DIN 06990663) as an AdditionalDirector of the Company. She being the spouse of ShriBharat N. Dave, CEO of the Company, is treated as aNon-Independent Director and being eligible, necessaryResolution for her re-appointment as a Director of theCompany is being put up at the forthcoming AnnualGeneral Meeting, for the approval of the Members.

As reported last year, Shri Chetan J. Parikh resignedfrom the directorship of the Company with effect from13th May, 2014, in view of his commitments abroad.

In terms of Section 152 of the Companies Act, 2013, ShriKersi J. Pardiwalla, a Non-Independent, Non-ExecutiveDirector of the Company is retiring by rotation and beingeligible offers himself for re-appointment.

Brief resumes of Mrs Dave and Mr. Pardiwalla, asrequired under Clause 49 of the Listing Agreement, are

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STANROSE MAFATLAL INVESTMENTS AND FINANCE LIMITEDcovered in the notes of the Notice of the 35th AGM ofthe Company.

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

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

KEY MANAGERIAL PERSONNEL

During the year under Report, the Company has appointedthree Key Managerial Personnel, viz. Shri Bharat N. Dave,Chief Executive Officer, Shri Girish R. Shah, VicePresident (Legal) & Company Secretary and Shri HarshadV. Mehta, Chief Financial Officer, to inter alia shoulderthe responsibilities in their respective fields as envisagedunder the provisions of the Companies Act, 2013.

FAMILIARIZATION PROGRAMME FOR THEINDEPENDENT DIRECTORS

During the year under Report, the Board of Directors hasadopted the Familiarization Programme for IndependentDirectors of the Company and posted the same on thewebsite of the Company viz. www.stanrosefinvest.com.The Programme aims to provide insights into the Companyto enable the Independent Directors to understand andsignificantly contribute to its business.

AUDITORS AND AUDITORS' REPORT

STATUTORY AUDITORS

At the last AGM, M/s. C. C. Chokshi & Co., CharteredAccountants, were reappointed as the Statutory Auditorsof the Company to hold office from the conclusion ofthat Meeting to the conclusion of the fourth consecutiveAnnual General Meeting (subject to ratification of theappointment by the members at every AGM held afterthat AGM). The Company has received a letter fromthem to the effect that their appointment, if ratified, wouldbe within the prescribed limits under Section 139 of theCompanies Act, 2013 and that they are not disqualifiedfor such appointment within the meaning of Section 141of the Companies Act, 2013.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of theCompanies Act, 2013 and the Companies (Appointmentand Remuneration of Managerial Personnel) Rules, 2014,the Company has appointed Messrs Manoj Hurkat andAssociates, a firm of Company Secretaries in Practice toundertake the Secretarial Audit of the Company. TheSecretarial Audit Report is annexed herewith as"Annexure A".

The Secretarial Audit Report confirms that the Companyhas complied with all the applicable provisions of theCompanies 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 StockExchange, Depositories Act, 1996, Securities Contracts(Regulation) Act, 1956, Securities and Exchange Boardof India (Prohibition of Insider Trading) Regulations, 1992,Securities and Exchange Board of India (SubstantialAcquisition of Shares and Takeovers) Regulations, 2011and various Regulations and Guidelines as applicable tothe Company.;

CORPORATE SOCIAL RESPONSIBILITY

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

NOMINATION AND REMUNERATION COMMITTEE

The Board of Directors at its Meeting held on 2nd August,2014 constituted a Nomination and RemunerationCommittee comprising of Shri Framroz M. Pardiwalla asChairman, Shri Russi Jal Taraporevala and Shri Kersi J.Pardiwalla, as other members. The role andresponsibilities, Company's policy on directors' appointmentand remuneration including criteria for determiningqualifications, positive attributes, independence of adirector and other related matters are in conformity withthe requirements of the Companies Act, 2013 and theListing Agreement.

AUDIT COMMITTEE

The Board of Directors at its meeting held on 2nd August,2014 re-constituted the Audit Committee, comprising offour Independent Non-Executive Directors, viz. ShriFramroz M. Pardiwalla, Chairman, Shri Arun P. Patel, ShriRajesh Jaykrishna and Shri Russi Jal Taraporevala. TheScope of Audit Committee is enhanced in accordancewith the Companies Act, 2013 and the Listing Agreement.The information relating to its term of reference, no. ofmeetings held and attendance, etc. during the year underreport, are provided in the Corporate Governance Report.

EVALUATION OF BOARD, COMMITTEES ANDDIRECTORS

A detailed exercise for evaluation of the performance ofthe Board, its various Committees, viz. Audit Committee,Nomination and Remuneration Committee, Stakeholders'Relationship Committee and Share Transfer Committeeas also the performance of individual Directors wascarried out by the Board. The performance of the Boardand that of its Committees was evaluated on the basis ofvarious parameters like adequacy of its Composition,Board Culture, Execution and Performance of SpecificDuties, Obligations and Governance, etc. Whereas the

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STANROSE MAFATLALevaluation of individual Directors and that of the Chairmanof the Board was on the basis of various factors liketheir attendance, level of their engagement andcontribution, independency of judgment, their contributionin safeguarding the interest of the Company, etc. TheBoard recorded its satisfaction over the performance ofits various Committees, its directors individually as wellas the collective efforts put in by the Board in enhancingand safeguarding the interest of the Company as awhole.

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

The particulars of ratio of remuneration of each directorto median remuneration of the employees of the Companyfor the financial year under report, percentage increasein remuneration to each Director and KMP, etc. moreparticularly described under Section 197(12) of theCompanies 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 Companyregistered with Reserve Bank of India with the principalbusiness, inter alia, of Inter-Corporate Financing, theprovisions of Section 186 except sub-section (1) of theCompanies Act, 2013 (the Act) are not applicable to it.Hence no particulars thereof as envisaged under Section134(3)(g) of the Act are covered in this Report.

RELATED PARTY TRANSACTIONS

The particulars of contracts or arrangements enteredinto by the Company with related parties which aresubsisting during the year under Report are providedunder "Annexure C" in Form AOC - 2. The Company hasframed a 'Policy on Related Party Transactions' fordetermining related parties, transactions on arm's lengthbasis and procedures to be followed for obtaining variousapprovals, etc.The policy is available on the website ofthe company viz. www.stanrosefinvest.com.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

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

(a) The Company has no activity involvingconservation of energy or technologyabsorption.

(b) The Company does not have any ForeignExchange Earnings.

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

SEXUAL HARASSMENT

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

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Board during the year under report approved andadopted "Vigil Mechanism/Whistle Blower Policy" in theCompany. The Brief details of establishment of this Policyare provided in the Corporate Governance Report.

RISK MANAGEMENT POLICY

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

EXTRACT OF ANNUAL RETURN

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

PARTICULARS OF EMPLOYEES

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

ACKNOWLEDGEMENTS

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

For and on behalf of the BoardPradeep R. Mafatlal

Chairman

Place: MumbaiDated: 29th May, 2015.

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STANROSE MAFATLAL INVESTMENTS AND FINANCE LIMITED

ANNEXURE 'A' TODIRECTORS' REPORT

SECRETARIAL AUDIT REPORT[Pursuant to Section 204(1) of the Companies Act, 2013and Rule No. 9 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014]

To,The Members ofSTANROSE MAFATLAL INVESTMENTSAND FINANCE LIMITED6th Floor, Popular House, Ashram Road,Ahmedabad - 380009

We have conducted the Secretarial Audit of thecompliance of applicable statutory provisions and theadherence to good corporate practices by STANROSEMAFATLAL INVESTMENTS AND FINANCE LIMITED(hereinafter called the "Company"). Secretarial Audit wasconducted in a manner that provided us a reasonablebasis for evaluating the corporate conducts/statutorycompliances and expressing my opinion thereon.

Based on our verification of the books, papers,minutes books, forms and returns filed and other recordsmaintained by the Company and also the informationprovided by the Company, its officers, agents andauthorized representatives during the conduct ofsecretarial audit, We hereby report that in our opinion,the Company has, during the audit period covering thefinancial year ended on 31st March, 2015 complied withthe statutory provisions listed hereunder and also thatthe Company has proper Board-processes andcompliance mechanism in place to the extent, in themanner and subject to the reporting made hereinafter :

We have examined the books, papers, minutesbooks, forms and returns filed and other recordsmaintained by the Company for the financial year endedon 31st March, 2015 according to the provisions of :

I. The Companies Act, 2013 (the Act) and the Rulesmade thereunder;

II. The Securities Contracts (Regulation) Act, 1956(‘SCRA’) and the Rules made thereunder;

III. The Depositories Act, 1996 and the Regulationsand Bye-laws framed thereunder;

IV. The Foreign Exchange Management Act, 1999and the Rules and Regulations made thereunderto the extent of Foreign Direct Investment,Overseas Direct Investment and ExternalCommercial Borrowings;

V. The following Regulations and Guidelinesprescribed under the Securities and Exchange

Board of India Act, 1992 (‘SEBI Act’) to the extentapplicable to the Company:-

(a) The Securities and Exchange Board of India(Substantial Acquisition of Shares andTakeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India(Prohibition of Insider Trading) Regulations,1992;

(c) The Securities and Exchange Board of India(Issue of Capital and Disclosure Requirements)Regulations, 2009;

(d) The Securities and Exchange Board of India(Employee Stock Option Scheme and EmployeeStock Purchase Scheme) Guidelines, 1999;

(e) The Securities and Exchange Board of India(Issue and Listing of Debt Securities)Regulations, 2008;

(f) The Securities and Exchange Board of India(Registrars to an Issue and Share TransferAgents) Regulations, 1993 regarding theCompanies Act and dealing with client;

(g) The Securities and Exchange Board of India(Buyback of Securities) Regulations, 1998;

We have also examined compliance with theapplicable clauses of the following:

I. Secretarial Standards issued by The Instituteof Company Secretaries of India could not beexamined as the same were not notified duringthe audit period.

II. The Equity Listing Agreements entered into bythe Company with the Bombay StockExchange Limited.

We hereby report that during the period underreview, the Company has complied with theapplicable provisions of the Act, Rules,Regulations, Guidelines, Standards etc. mentionedabove.

VI. We further report that having regard to thecompliance system prevailing in the Company andon examination of the relevant documents andrecords in pursuance thereof, on test-checkbasis, the Company has complied with thefollowing laws applicable specifically to theCompany:

(a) The Reserve Bank of India Act, 1934 andapplicable NBFC Regulations.

(b) The Prevention of Money Laundering Act,2002.

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STANROSE MAFATLAL

We further report that:

(a) The Board of Directors of the Company is dulyconstituted with proper balance of ExecutiveDirectors, Non-Executive Directors andIndependent Directors. The changes in thecomposition of the Board of Directors that tookplace during the period under review werecarried out in compliance with the provisions ofthe Act.

(b) Adequate notice is given to all Directors toschedule the Board Meetings at least seven daysin advance. Agenda and detailed notes on agendawere also sent to all Directors and a systemexists for seeking and obtaining further informationand clarifications on the agenda items before themeeting and for meaningful participation at themeeting.

(c) Majority decision is carried through while thedissenting members’ views are captured andrecorded as part of the minutes.

We further report that there are adequate systemsand processes in the company commensurate with thesize and operations of the Company to monitor and ensurecompliance with applicable laws, rules, regulations andguidelines.

We further report that during the audit period, thefollowing event/action has taken place which have majorbearing on the affairs of the Company in pursuance ofthe above referred laws, rules, regulations, guidelines,standards etc.:

The Company has acquired Equity shares of StanPlaza Limited from Standards Industries Limited pursuantto Share Purchase Agreement dated 13th March, 2015,making Stan Plaza Limited, a wholly owned subsidiary ofthe Company.

For MANOJ HURKAT AND ASSOCIATESPracticing Company Secretaries

Place: Ahmedabad MANOJ R HURKATDate: 29th May, 2015 Partner

FCS No. 4287, C P No.: 2574

Disclosure of Ratio of Remuneration of each Director to the Median Employee's Remuneration, thePercentage increase in Remuneration of each Director, Chief Executive Officer, Company Secretary andChief Financial Officer, etc. for the Financial Year ended 31st March, 2015.

Names and Positions [A] Ratio of Directors' [B] Percentage (%) increase Remuneration to the median in Remuneration Remuneration of Employees

(i) Shri Pradeep R. Mafatlal, Chairman 2.36 : 1 20.19

(ii) Shri Russi Jal Taraporevala, Director 0.36 : 1 11.76

(iii) Shri Arun P. Patel, Director 0.40 : 1 5.00

(iv) Shri Rajesh Jaykrishna, Director 0.40 : 1 16.67

(v) Shri Chetan J. Parikh, Director 0.30 : 1 -(upto 13th May, 2014)

(vi) Shri Kersi J. Pardiwalla, Director 0.42 : 1 22.22

(vii) Shri Madhusudan J. Mehta, Director 0.42 : 1 29.41

(viii) Shri Framroz M. Pardiwalla, Director 0.51 : 1 22.73

(ix) Smt. Datta Bharat Dave, Director - -(w.e.f. 1st November, 2014)

(x) Shri Bharat N. Dave, CEO *

(xi) Shri Girish R. Shah, CS 16.06

(xii) Shri Harshad V. Mehta, CFO 6.27

* Not applicable. Shri Bharat N. Dave was appointed as CEO-KMP w.e.f. 13.5.2014. In the earlier period / year, hewas not in the employment but was a retainer as Financial Advisor of the Company.

ANNEXURE 'B' TO DIRECTORS' REPORT

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STANROSE MAFATLAL INVESTMENTS AND FINANCE LIMITED[C] Percentage increase in the median Remuneration

of Employees - 15.34%

[D] Number of permanent Employees on the rolls ofCompany -17

[E] The performance of the Company increased by31.15% as compared to last year against theaverage increase in remuneration by 6.72%. Asubstantial part of Directors' Remuneration viz.Commission is based on the performance viz. NetProfits of the Company, as provided under theCompanies Act. The nature of Company's businessactivities are as such that it is very difficult toestablish direct nexus to evaluate the performanceof the Company with that of the remuneration of itsEmployee. Hence they are paid fixed remunerationas per their respective terms of employment.

[F] The Net Profit of the Company as at 31st March,2015 was Rs.480.49 Lacs as against the totalRemuneration of Key Managerial Personnel for F.Y.2014-15 of Rs. 26.40 Lacs.

[G] The Market Capitalisation of the Company as at 31stMarch, 2015 was Rs. 4761.50 Lacsas against Rs.2791.43 Lacs as at 31st March, 2014. There wasvariation of Rs. 1970.07 Lacs.

[H] Price Earning Ratio as at 31st March, 2015 was9.91 as against 8.44 as at 31st March, 2014

[I] Percentage increase or decrease in the marketquotations of the shares of the Company incomparison to the rate at which the Company cameout with the last public offer - The Market quotationof the share of the Company as at 31st March,2015 was Rs.120. The Company never came outwith a Public Offer. However, as compared to theRights Issue made @ Rs.60/- per share in the year1994-95 the current quotation is higher by 100 %.

[J] Average percentage increase already made in thesalaries of employees other than the managerialpersonnel in the last financial year and itscomparison with the percentage increase in themanagerial remuneration and justification thereof -The Company is a Board Managed Company. TheManagerial positions viz. Managing Director, Whole-time Director or Manager under the Companies Actare not created in the organisation. Here by theterm Managerial Personnel we considered the Non-Executive Directors (NEDs) and KMP and by the

term managerial Remuneration, we consideredRemuneration of NEDs and KMP. The averagepercentage increase in salaries of employees otherthan NEDs and KMP made in the year 2014-15 is2.71% against 13.66% increase in ManagerialRemuneration. Managerial Remuneration, inter alia,consist of commission on Net Profits to NEDs andRemuneration of KMP. Increase in Commission isdue to increase in Net Profits. Remuneration of allEmployees including KMP are structured on thebasis of their role and responsibilities in theOrganisation. KMP are shouldering much moreresponsibilities than others, hence their percentageincrease in Remuneration is higher.

[K] Comparison of the each KMP Remuneration vis-a-vis the performance of the Company - Theremuneration of Shri Bharat N. Dave, CEO, ShriGirish R. Shah, CS and Shri Harshad V. Mehta,CFO - KMP is Rs.9,74,264, Rs.9,32,409 andRs. 7,33,242 respectively as against the Net Profitof the Company of Rs.4,80,49,247/-.

[L] The key parameters for any variable component ofremuneration availed by the directors - Directorsare paid sitting fee and commission. Bothcomponents are variable. Sitting fee depends uponones attendance and Commission depends uponthe Net Profits of the Company. The Key parameterstherefore are as envisaged under the CompaniesAct.

[M] The ratio of the remuneration of the highest paidDirector to that of the Employees who are notDirectors but receive remuneration in excess ofthe highest paid Director during the year

Highest paid Remuneration RatioDirectors of Employee (III)

Remuneration receiving(in Rs.) remuneration

(I) in excess of (I).(in Rs.)

(II)

6,25,000 9,74,264 0.64 : 19,32,409 0.67 : 17,33,242 0.85 : 1

The Company affirms that the remuneration is asper the remuneration policy of the Company.


Chairman

Place: MumbaiDated: 29th May, 2015

11

STANROSE MAFATLAL

ANNEXURE 'C' TO DIRECTORS' REPORTFORM NO. AOC - 2

Form for disclosure of particulars of contracts/arrangements entered into by the Company withrelated parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including

certain Arm's length transactions under third proviso thereto.

(Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies(Accounts) Rules, 2014)

1. Details of contracts or arrangements or transactions at Arm's length basis

(a) Name(s) of the related party Shanudeep Private Limited (Shanudeep)

(b) Nature of relationship Shanudeep is holding 24.70% stake in the Company.Further the Chairman of the Company Shri Pradeep R.Mafatlal is also the Chairman of Shanudeep.

(c) Nature of contracts / arrangements / (i) Use of office premises on Leasetransactions (ii) Availing facilities and amenities

(d) Duration of the contracts / arrangements / (i) From 19th August, 2010 to 18th August, 2015transactions (ii) From 21st August, 2010 to 31st March, 2015

(e) Salient terms of the contracts or (i) Use of office premises admeasuring 1650 sq. ft.arrangements or transactions including at 2nd Floor, Vijyalaxmi Mafatlal Centre, 57-A,the value, if any: Dr. G. Desmukh Marg, Mumbai on lease by

paying Rs. 1,48,500 p.m. as License fee.(ii) Availing Facilities and Amenities at the

aforesaid premises by paying Rs. 1,81,500 p.m.as service charges

(f) Date(s) of approval by the Board, if any: 3rd June, 2010 (for both the transaction)

(g) Amount paid as advances, if any: Nil

Note :There are no such contracts or arrangements or transactions with related parties which are not at arm's length basisentered by the Company or prevailing during the F.Y. 2014-15.


ChairmanPlace: MumbaiDated: 29th May, 2015.

12


ANNEXURE 'D' TO DIRECTORS' REPORTFORM NO. MGT-9

EXTRACT OF ANNUAL RETURN

As on the financial year ended on 31st March, 2015[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the

Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

i. CIN : L65910GJ1980PLC003731

ii. Registration Date: 18th April, 1980

iii. Name of the Company: Stanrose Mafatlal Investments and Finance Limited

iv. Category / Sub-Category of the Company: Company Limited by Shares/ IndianNon-government Company

v. Address of the Registered Office and 601, Popular House, Ashram Road, Ahmedabad-380009.contact details: Ph. No. (079) 26580067-96

vi. Whether Listed Company: Yes

vii. Name, Address and Contact details of Link Intime India Pvt. Ltd. 303, 3rd Floor,Registrar and Transfer Agent, if any: Shopper's Plaza V, Opp. Municipal Market,

off. C.G. Road, Navrangpura, Ahmedabad- 380009.Ph. No. (079) 26465179

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANYAll the business activities contributing 10 % or more of the total turnover of the company shall be stated :-

Sr. No. Name and Description of NIC Code of the Product/ service % to total turnovermain products / services of the company

1 Intercorporate Investment, 65993 81.51 % from InvestmentFinancing and Capital Market activity &Related Activites 18.59 % from financing

activity

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -

Sr. NAME AND CIN / GLN HOLDING / % of ApplicableNo. ADDRESS OF SUBSIDIARY/ shares Section

THE COMPANY ASSOCIATE held

1 Stan Plaza Limited U24100MH1996PLC098394 SUBSIDIARY 100% Section 2(87)Reg. Off. - 59, The Arcade, 1st of CompaniesFloor, Worldtrade Centre, Cuffe Act, 2013Parade, Colaba, Mumbai-400005.

2 Stanrose Mafatlal Lubechem L15140MH1993PLC073460 SUBSIDIARY 86.25% Section 2(87)Limited - In Liquidation of CompaniesReg. Off. - 59, The Arcade, 1st Act, 2013Floor, Worldtrade Centre, CuffeParade, Colaba, Mumbai-400005.

13

STANROSE MAFATLAL

IV. S

HA

REH

OLD

ING

PAT

TER

N (E

quity

Sha

re C

apita

l Bre

ak-u

p as

per

cent

age

of T

otal

Equ

ity)

(i) C

ateg

ory-

wis

e S

hare

hold

ing

Cat

egor

y of

Sha

reho

lder

sN

o. o

f Sh

ares

hel

d as

on

01/0

4/20

14N

o. o

f Sh

ares

hel

d as

on

31/0

3/20

15%

Cha

nge

Dem

atP

hysi

cal

Tota

l%

of

Tota

lD

emat

Phy

sica

lTo

tal

% o

f To

tal

Sh

ares

Sh

ares

A

.P

rom

oter

s:

(1

)In

dian

:

(a)

Indi

vidu

al/H

UF

48,0

70-

48,0

701.

21%

14,9

76-

14,9

760.

38%

-0.8

3%

(b)

Cen

tral

Gov

t.-

--

--

--

--

(c)

Stat

e G

ovt.

--

--

--

--

-

(d)

Bod

ies

Cor

p.18

,71,

100

-18

,71,

100

47.1

6%18

,71,

100

-18

,71,

100

47.1

6%-

(e)

Ban

ks/F

I-

--

--

--

--

(f)

Any

oth

er-

--

--

--

--

Sub-

tota

l (A

) (1

)19

,19,

170

19,1

9,17

048

.37%

18,8

6,07

6-

18,8

6,07

647

.54%

-0.8

3%

(2

)For

eign

:

(a)

NR

Is-In

divi

dual

s-

--

-33

,094

-33

,094

0.83

%0.

83%

(b)

Oth

ers-

Indi

vidu

als

--

--

--

--

-

(c)

Bod

ies

Cor

p.-

--

--

--

--

(d)

Ban

ks/F

I-

--

--

--

--

(e)

Any

oth

er-

--

--

--

--

duri

ngth

e ye

ar

14


Cat

egor

y of

Sha

reho

lder

sN

o. o

f Sh

ares

hel

d as

on

01/0

4/20

14N

o. o

f Sh

ares

hel

d as

on

31/0

3/20

15%

Cha

nge

Dem

atP

hysi

cal

Tota

l%

of

Tota

lD

emat

Phy

sica

lTo

tal

% o

f To

tal

Sh

ares

Sh

ares

Sub-

tota

l (A

) (2

)-

--

-33

,094

-33

,094

0.83

%0.

83%

Tota

l sh

areh

oldi

ng o

f19

,19,

170

-19

,19,

170

48.3

7%19

,19,

170

-19

,19,

170

48.3

7%0.

00%

Prom

oter

(A

) =

(A)

(1)

+

(A

) (2)

B

.Pu

blic

Sha

reho

ldin

g

1. I

nstit

utio

ns:

(a)

Mut

ual

Fund

s32

1,85

01,

882

0.05

%32

1,85

01,

882

0.05

%-

(b)B

anks

/FI

-61

661

60.

02%

-61

661

60.

02%

-

(c)

Cen

tral

Gov

t.-

--

--

--

--

(d)S

tate

Gov

t.-

--

--

--

--

(e)V

entu

re C

apita

l fu

nds

--

--

--

--

-

(f)

Insu

ranc

e C

ompa

nies

4,25

,809

-4,

25,8

0910

.73%

3,99

,310

-3,

99,3

1010

.06%

-0.6

7%

(g)F

IIs-

--

--

--

--

(h)F

orei

gn V

entu

reC

apita

l Fu

nds

--

--

--

--

-

(i)

Oth

ers

(spe

cify

)-

--

--

--

--

S

ub-to

tal (

B)

(1)

4,25

,841

2,46

64,

28,3

0710

.80%

3,99

,342

2,46

64,

01,8

0810

.13%

-0.6

7%

duri

ngth

e ye

ar

15

STANROSE MAFATLAL

Cat

egor

y of

Sha

reho

lder

sN

o. o

f Sh

ares

hel

d as

on

01/0

4/20

14N

o. o

f Sh

ares

hel

d as

on

31/0

3/20

15%

Cha

nge

Dem

atP

hysi

cal

Tota

l%

of

Tota

lD

emat

Phy

sica

lTo

tal

% o

f To

tal

Sh

ares

Sh

ares

2. N

on-In

stitu

tions

:

(a)

Bod

ies

Cor

p.

(i)In

dian

1,27

,637

1,10

,561

2,38

,198

6.00

%1,

24,9

181,

10,5

082,

35,4

265.

93%

-0.0

7%

(ii)

Ove

rsea

s-

--

--

--

--

(b)I

ndiv

idua

ls

(i)In

divi

dual

Sha

reho

lder

sho

ldin

g no

min

al s

hare

capi

tal

upto

Rs.

1 L

akh

4,14

,007

7,27

,584

11,4

1,59

128

.77%

4,46

,438

6,72

,024

11,1

8,46

228

.19%

-0.5

8%

(ii)

Indi

vidu

al S

hare

hold

ers

hold

ing

nom

inal

sha

reca

pita

l in

exc

ess

ofR

s. 1

Lak

h1,

09,6

601,

30,9

942,

40,6

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06%

1,62

,060

1,30

,994

2,93

,054

7.39

%1.

33%

(c)

Oth

ers

(spe

cify

)-

--

--

--

--

Sub-

tota

l (B

) (2

)6,

51,3

049,

69,1

3916

,20,

443

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3%7,

33,4

169,

13,5

2616

,46,

942

41.5

1%0.

68%

Tota

l Pub

lic

Sh

areh

oldi

ng (B

) = (B

) (1)

+

(B

) (2)

10,7

7,14

59,

71,6

0520

,48,

750

51.6

3%11

,32,

758

9,15

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20,4

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051

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0.00

%

C.

Shar

es h

eld

by C

usto

dian

for

GD

Rs

& A

DR

s-

--

--

--

--

Gra

nd T

otal

(A+B

+C)

29,9

6,31

59,

71,6

0539

,67,

920

100%

30,5

1,92

89,

15,9

9239

,67,

920

100%

0.00

%

duri

ngth

e ye

ar

16

STANROSE MAFATLAL INVESTMENTS AND FINANCE LIMITED(ii

) Sha

reho

ldin

g of

Pro

mot

ers

Sr.

Sha

reho

lder

s' N

ame

Shar

ehol

ding

as

at 0

1/04

/201

4Sh

areh

oldi

ng a

s at

31/

03/2

015

% C

hang

e

No

No.

of

% o

f%

of

shar

esN

o. o

f%

of

% o

f sh

ares

shar

eS

har

es t

otal

pled

ged/

Sh

ares

tot

alpl

edge

d/ho

ldin

gS

har

esen

cum

ber

edS

har

esen

cum

ber

eddu

ring

of t

he t

o to

tal

of t

he t

o to

tal

the

com

pany

shar

esco

mpa

nysh

ares

year

1.S

hanu

deep

Pri

vate

Lim

ited

9,80

,078

24.7

00.

009,

80,0

7824

.70

0.00

-

2.V

inad

eep

Inve

stm

ents

Pri

vate

Lim

ited

4,19

,870

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80.

004,

19,8

7010

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0.00

-

3.S

heila

deep

Inv

estm

ents

Pri

vate

Lim

ited

3,90

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9.84

0.00

3,90

,297

9.84

0.00

-

4.G

agal

bhai

Inv

estm

ents

Pri

vate

Lim

ited

43,7

261.

100.

0043

,726

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0.00

-

5.P

rade

ep I

nves

tmen

tsP

riva

te L

imite

d18

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0.46

0.00

18,1

200.

460.

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6.S

tand

ard

Indu

stri

es L

imite

d19

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0.00

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7.Sh

eilja

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tan

Pari

kh19

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0.00

19,0

540.

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00-

8.Pr

avin

a R

ases

h M

afat

lal

& P

rade

ep R

. M

afat

lal

14,8

020.

370.

0014

,802

0.37

0.00

-

9.Pr

adee

p R

. M

afat

lal

&D

ivya

P.

Maf

atla

l13

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0.33

0.00

13,1

860.

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00-

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Prad

eep

R.

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atla

l &

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ina

R.

Maf

atla

l85

40.

020.

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40.

020.

00-

11.

Raj

anya

Pra

deep

Maf

atla

l17

40.

000.

0017

40.

000.

00-

TOTA

L19

,19,

170

48.3

70.

0019

,19,

170

48.3

70.

00-in

17

STANROSE MAFATLAL

(iii) Change in Promoters' Shareholding (please specify, if there is no change)

Shareholding at the Cumulative Shareholdingbeginning of the year during the year

No. of % of total No. of % of totalShares shares of Shares shares of

the Company the Company

As at 01/04/2014Date wise Increase / Decrease inPromoters shareholding duringthe year specifying the reasons NO CHANGE DURING THE YEARfor increase / decreaseAs at 31/03/2015

Top

ten

Shar

ehol

ders

and

the

ir S

hare

hold

ing

as a

t 01

/04/

2014

Top

ten

Shar

ehol

ders

and

the

ir S

hare

hold

ing

as a

t 31

/03/

2015

No.

Nam

e of

Sha

reho

lder

No.

of

% o

f tot

alN

o.N

ame

of S

hare

hold

erN

o. o

f%

of t

otal

Sha

res

shar

esS

hare

ssh

ares

of th

eof

the

Com

pany

Com

pany

1.Li

fe In

sura

nce

Cor

pora

tion

of1.

Life

Insu

ranc

e C

orpo

ratio

n of

Indi

a1,

78,6

204.

50%

Indi

a1,

65,9

494.

18%

2.Th

e O

rient

al In

sura

nce

2.Th

e N

ew In

dia

Ass

uran

ceC

ompa

ny L

imite

d95

,664

2.41

%C

ompa

ny L

imite

d89

,593

2.26

%

3.Th

e N

ew In

dia

Ass

uran

ce3.

The

Orie

ntal

Insu

ranc

eC

ompa

ny L

imite

d89

,593

2.25

%C

ompa

ny L

imite

d81

,836

2.06

%

4.M

afat

lal

Indu

strie

s Li

mite

d79

,920

2.01

%4.

Maf

atla

l In

dust

ries

Lim

ited

79,9

202.

01%

5.U

psur

ge I

nves

tmen

t an

d5.

Man

Mad

e Fi

bres

Priv

ate

Fina

nce

Lim

ited

62,0

001.

56%

Lim

ited

62,0

001.

56%

6.G

ener

al I

nsur

ance

Cor

pora

tion

6.Sh

asha

nk S

Kha

de45

,582

1.15

%O

f In

dia

42,6

161.

07%

7.Sh

asha

nk S

Kha

de42

,064

1.06

%7.

Gen

eral

Ins

uran

ce C

orpo

ratio

nO

f In

dia

42,6

161.

07%

8.Pa

nna

Hem

ant

Maf

atla

l38

,216

0.96

%8.

Pann

a H

eman

t M

afat

lal

38,2

160.

96%

9.In

tegr

ated

Fin

anci

al S

ervi

ces

9.In

tegr

ated

Fin

anci

al S

ervi

ces

Ltd.

30,1

000.

76%

Ltd.

30,1

000.

76%

10.

Mih

eer

Hem

ant

Maf

atla

l25

,620

0.65

%10

.Va

llur

Gop

alar

agha

vaS

unda

rara

man

26,5

180.

67%

(iv)

Shar

ehol

ding

Pat

tern

of

top

ten

Shar

ehol

ders

(ot

her

than

Dire

ctor

s, P

rom

oter

s an

dH

olde

rs o

f GD

Rs

and

AD

Rs)

:

18


Remuneration Amount

V. INDEBTEDNESSIndebtedness of the Company including Interest outstanding / accrued but not due for Payment :

NIL

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA. Remuneration to Managing Director, Whole-time Director and/or Manager:

There is No Managing Director, Whole Time Director and/or Manager in the Company.

B. Remuneration to other Directors :

(I) Independent & Non-Executive

Particulars of Name of Directors Total

Shri Russi Jal Shri Arun P. Shri Rajesh Shri Framroz M. (Rs.)Taraporevala Patel Jaykrishna Pardiwalla

Fee for attendingBoard / Committeemeetings (Rs.) 15,000 25,000 25,000 55,000 1,20,000

Commission (Rs.) 80,000 80,000 80,000 80,000 3,20,000

Others, pleasespecify - - - - -

Total (B)(1) (Rs.) 95,000 1,05,000 1,05,000 1,35,000 4,40,000

(v) Shareholding of Directors and Key Managerial Personnel:

Shareholding as at 01/04/2014 Shareholding as at 31/03/2015

No. of % of total No. of % of totalShares # shares of Shares # shares of

the Company the Company

Shri Pradeep R. Mafatlal 28,842 0.35% 28,842 0.35%

Shri Russi Jal Taraporevala 32 0.00% 32 0.00%

Shri Arun P. Patel 175 0.00% 175 0.00%

Shri Rajesh Jaykrishna 156 0.00% 156 0.00%

Shri Kersi J. Pardiwalla 250 0.00% 250 0.00%

Shri Madhusudan J. Mehta 434 0.00% 434 0.00%

Shri Framroz M. Pardiwalla 14 0.00% 14 0.00%

Smt. Datta B. Dave 18 0.00% 18 0.00%

Shri Bharat N. Dave 814 0.02% 814 0.02%

Shri Girish R. Shah 847 0.02% 847 0.02%

Shri Harshad V. Mehta 50 0.00% 50 0.00%

# Including Joint Holding

19

STANROSE MAFATLAL

Remuneration Amount(Rs.)

(II) Other Non-Executive Directors

Particulars of Name of Directors Total

Shri Shri Shri Shri Smt.Pradeep R. Kersi J. Madhusudan Chetan Datta

Mafatlal Pardiwalla J. Mehta J. Parikh B. Dave

Fee forattendingBoard /Committee Notmeetings (Rs.) 25,000 30,000 30,000 - Applicable 85,000

Commission 6,00,000 80,000 80,000 80,000 Not 8,40,000(Rs.) Appli-

cable

Others, pleasespecify - - - - - -

Total (B)(2) (Rs.) 6,25,000 1,10,000 1,10,000 80,000 - 9,25,000

Total ManagerialRemuneration(all Directors) (Rs.) - - - - - 11,60,000*

Overall Ceiling as 11,93,235per the Act (Rs.)

C. Remuneration to Key Managerial Personnel other than MD / Manager / WTD (Rs. InLacs)

Sr. Particulars of Key Managerial Personnel Total

Chief Company ChiefExecutive Secretary Financial

Officer Officer

1. Gross Salary :

(a) Salary as per provisions contained insection 17(1) of the Income-taxAct, 1961 9.55 9.07 7.31 25.93

(b) Value of perquisites u/s 17(2) Incometax Act, 1961 0.19 0.25 0.02 0.46

(c) Profits in lieu of salary under Section17(3) Income-tax Act, 1961 - - - -

2. Stock Option - - - -

3. Sweat Equity - - - -

4. Commission

- As % of profit - - - -

- others, specify - - - -

5. Others, please specify - - - -

Total (A) 9.74 9.32 7.33 26.39

No. Remuneration

* excluding Sitting Fees

20

STANROSE MAFATLAL INVESTMENTS AND FINANCE LIMITEDNote :

KMP were appointed on 13th May, 2014. However their remuneration disclosed here is for wholeyear except CEO. In earlier part of the year CEO was a retainer to the Company as 'FinancialAdvisor'

VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES :NONE

21

STANROSE MAFATLAL

TABLE : 1 [Reference : Para 1(B)]

Name of Director Attendance

of No. of Other CommitteeDirector Board Last Director- Memberships

Mtgs. AGM ships * held inother

Companies**

1. Shri Pradeep R. Mafatlal Non-Independent 4 No 9 1Chairman Non-Executive (Chairman of 6)

2. Shri Russi Jal Taraporevala Independent 1 No 2 2Non-Executive

3. Shri Arun P. Patel Independent 1 No 2 —Non-Executive

4. Shri Rajesh Jaykrishna Independent 2 No 8 —Non-Executive

5. Shri Chetan J. Parikh Non-Independent — Not — —(up to 13th May, 2014) Non-Executive Applicable

6. Shri Kersi J. Pardiwalla Non-Independent 5 Yes 4 1Non-Executive

7. Shri Madhusudan J. Mehta Non-Independent 5 Yes 10 —Non-Executive

8. Shri Framroz M. Pardiwalla Independent 5 Yes 2 2Non-Executive

9. Mrs Datta Bharat Dave Non-Independent — Not 1 —

(from 1st November, 2014) Non-Executive Applicable

REPORT ON CORPORATE GOVERNANCE

[As required by Clause 49 of the ListingAgreement with Stock Exchange]

Securities and Exchange Board of India (SEBI) hasstipulated Corporate Governance standards for listedcompanies vide Clause No. 49 of the Listing Agreementwith the Stock Exchange. The Company furnishes itsreport on the Corporate Governance as under:

Company's Philosophy on Corporate Governance

Corporate Governance is a combination of voluntarypractices and compliance with Laws and Regulationsleading to effective control and management of theorganization. Good Corporate Governance leads to long-term shareholder value and enhances interest of otherstakeholders. It brings into focus the fiduciary andtrusteeship role of the Board to align and direct the actionsof the organization towards creating wealth andshareholder value.

1. BOARD OF DIRECTORS:

(A) Composition of the Board:

The Company's Board consists of Directorshaving varied experience in different areas

with some eminent personalities who havemade a mark in their respective fields. Thecomposition of the Board is in conformity withthe provisions of Clause 49 of the ListingAgreement. Shri Pradeep R. Mafatlal, a Non-Executive Promoter Director, is the Chairmanof the Company, heading the Board. The Boardcomprises of 8 Non-Executive Directors, ofwhom 4 Directors are Independent and 4 areNon-Independent (including one womanDirector).

(B) Category of Directors, their attendanceat the Board and AGM, etc.The category of Directors, their attendance atthe Board Meetings during the year 2014-15and the last Annual General Meeting, theparticulars of no. of other Directorships andCommittee Memberships held are as follows:(See Table 1)

(C) Number of Board Meetings held and thedates on which such Meetings wereheld, etc.:Five Board Meetings were held during the yearon 13.5.2014, 2.8.2014, 1.11.2014, 17.1.2015and 12-3-2015.

* Includes Stanrose Mafatlal Investments and Finance Limited and excludes Foreign Companies.** Represents Chairmanship/Membership of Audit Committees and

Stakeholders' Relationship Committees of Public Limited Companies.

Category No. of No. of

22

STANROSE MAFATLAL INVESTMENTS AND FINANCE LIMITEDAll relevant information such as statement ofinvestments, finance, financial results, capitalexpenditure proposals, etc. as a matter ofroutine, was placed before the Board for itsappraisal, review and approval.

2. CODE OF CONDUCT:

The Board of Directors has adopted a Codeof Conduct for Board Members and SeniorManagement Personnel of the Company. The saidCode has been communicated to all the Directorsand members of the Senior Management, who haveaffirmed their compliance with it, as approved andadopted by the Board. The CEO has givendeclaration to this effect to the Board and theBoard has taken the same on its record. The Codeis placed on the website of the Company,www.stanrosefinvest.com.

3. POLICY ON PROHIBITION OF INSIDER TRADING

The Market Regulator, SEBI with the objective ofbringing the basic framework governing the regimeof Insider Trading practices in line with the dynamicglobal scenario and to tighten the gap of existingnorms, notified the new PIT Regulations to berenowned as SEBI (Prohibition of Insider Trading)Regulations, 2015 effective from 15th May, 2015.

The new Regulations seem to be more promisingand equipped to ensure better compliance andenforcement. SEBI, via new norms has enhancedthe role and responsibilities of the ComplianceOfficer for compliance of policies, procedures,maintenance of records, monitoring adherence tothe rules for the preservance of Unpublished PriceSensitive Information and implementation of codesspecified in the Regulations.

Accordingly, the Company substituted its `Code ofConduct for Prevention of Insider Trading and Codeof Corporate Disclosure Practices' by a new "Codeof Fair Disclosure" and a "Code of Conduct" intandem with the aforesaid new Regulations.

4. CEO AND CFO CERTIFICATION :

The CEO and CFO have given a Certificate aboutthe correctness of the Annual Financial Statements,etc. to the Board and the Board has taken the sameon its record.

5. COMMITTEES OF THE BOARD:

(a) Audit Committee:

The Board of Directors at its Meeting held onAugust 2, 2014, has re-constituted the AuditCommittee comprising of four Independent Non-Executive Directors, viz. Shri Framroz M.Pardiwalla, Chairman, Shri Arun P. Patel, ShriRajesh Jaykrishna and Shri Russi JalTaraporevala, and enhanced its scope/

functions. The Company Secretary acts as theSecretary to the Committee.

The role, term of reference, authority andpowers of this Committee are in conformitywith the requirements of the Companies Act,2013 and the Listing Agreement, as applicableto the Company.

During the year the Committee met five times.Shri Arun P. Patel attended four meetings, ShriFramroz M. Pardiwalla, Shri Rajesh Jaykrishnaattended three and Shri Russi Jal Taraporevalaattended one.

(b) Nomination and Remuneration Committee

The Board of Directors at its meeting held on2nd August, 2014 constituted a Nomination andRemuneration Committee comprising of ShriFramroz M. Pardiwalla as the Chairman, ShriRussi Jal Taraporevala and Shri Kersi J.Pardiwalla as other members. The Board at itsmeeting held on 1st November, 2014 hasapproved and adopted the Nomination andRemuneration Policy, on recommendation madeby the Committee.

The role, term of reference, authority andpowers of this Committee are in conformitywith the requirements of the Companies Act,2013 and the Listing Agreement, as applicableto the Company.

During the year the Committee met once on 1stNovember, 2014. Shri Framroz M. Pardiwallaand Shri Kersi J. Pardiwalla attended theMeeting.

(c) Stakeholders Relationship Committee

The Stakeholders Relationship Committee dealswith the matter of redressal of Shareholdersand Investors complaints for transfer of shares,non-receipt of balance sheet and non-receiptof declared dividend etc.:

i) Name of Non-executive Director heading theCommittee: Shri Russi Jal Taraporevala

ii) Name and Designation of Compliance Officer:Up to 29th May, 2015 Shri Girish R. Shah, VicePresident (Legal) & Company Secretary andthere after Shri Soham A. Dave, AssistantCompany Secretary act as Compliance Officer.

iii) Number of shareholders' complaints received:During the year 2014-15, the Company received18 complaints in the aggregate and all of themhave been resolved by furnishing requisiteinformation/documents.

iv) Number of complaints not solved to thesatisfaction of shareholders: NIL

23

STANROSE MAFATLAL

TABLE NO. 2 (Reference : Para 8)

Name of Director Remuneration paid during 1-4-2014 to 31-3-2015

Sitting Fee Commission Total held as onRs. (For 2013-14) Rs. 31.3.2015#

Rs.Shri Pradeep R. Mafatlal 25,000 6,00,000 6,25,000 28,842Shri Russi Jal Taraporevala 15,000 80,000 95,000 32Shri Arun P. Patel 25,000 80,000 1,05,000 175Shri Rajesh Jaykrishna 25,000 80,000 1,05,000 156Shri Chetan J. Parikh(upto 13-5-2014) -- 80,000 80,000 --Shri Kersi J. Pardiwalla 30,000 80,000 1,10,000 300Shri Madhusudan J. Mehta 30,000 80,000 1,10,000 434Shri Framroz M. Pardiwalla 55,000 80,000 1,35,000 14Mrs Datta B. Dave (From 1-11-2014) - -- -- 18

# Including Joint Holding.

v) Number of pending complaints:

During the year the Committee met once. ShriPradeep R. Mafatlal and Shri Madhusudan J.Mehta attended the Meeting whereas Shri RussiJal Taraporevala could not attend.

6. INDEPENDENT DIRECTORS' MEETING:

During the year, the Independent Directors met onceon March 12, 2015, and evaluated :

❖ performance of Non-Independent Directors andthe Board of Directors as a whole;

❖ performance of Chairman of the Company, takinginto account the views of other Non-ExecutiveDirectors.

❖ quality, content and timelines of flow ofinformation between the Management and theBoard that is necessary for the Board toeffectively and reasonably perform its duties.

Shri Russi Jal Taraporevala and Framroz M.Pardiwalla have attended the said Meeting.

7. RISK MANAGEMENT:

During the financial year under review, a detailedexercise on Business Risk Management wascarried out covering the entire spectrum of businessoperations and the Board has been informed aboutthe risk assessment and risk minimizationprocedures as required under Clause 49 of theListing Agreement. Business risk evaluation andmanagement is an ongoing process with theCompany.

8. DIRECTORS' REMUNERATION DURING 2014-15:

The Non-Executive Directors are paid Sitting Feesof Rs.5,000/- for attending each of the Meetings ofthe Board/Committees/Independent Directors (exceptthe Share Transfer Committee) and a commissionupto 3% of the net profit as determined underSections 349 and 350 of the Companies Act, 1956for the financial year ended 31st March, 2014, in

pursuance of General Body Resolution. Within theoverall limit, the extent and proportion in which theCommission to be distributed amongst the Directorsis determined by the Board.The details ofremuneration paid during the year 2014-15 to theDirectors are given below (Table No. 2) :

9. GENERAL BODY MEETINGS:

i) Location and time, where last three AGMs wereheld:On 2-8-2014 at 10.30 A.M.On 30-7-2013 at 10.30 A.M.&On 16-8-2012 at 10.30 A.M.At: Banquet Hall, Karnavati Club Ltd.,

S. G. Highway, Ahmedabad 380058.ii) Whether any Special Resolutions passed in the

previous 3 AGMs: No

iii) Whether the Special Resolutions were put throughpostal ballot last year, details of voting pattern,person who conducted the postal ballot exercise:No postal ballot had been conducted.

iv) Whether Special Resolutions are proposed to beconducted through postal ballot: No

v) Procedure for postal ballot: Not applicable

10. DISCLOSURES

(a) Disclosures on materially significant related partytransactions, i.e. transactions of the Company ofmaterial nature, with its promoters, the directorsor the management, their subsidiaries or relatives,etc. that may have potential conflict with theinterests of company at large:

During the year 2014-15, the Company had nomaterially significant related party transactionshaving potential conflict with the interest of theCompany at large. The transactions with therelated parties are disclosed in the Notes toFinancial Statements in the Annual Report.

(b) Details of non-compliance by the Company,penalties, strictures imposed on the Company byStock Exchanges or SEBI or any statutory authority,

No. of Shares

24

STANROSE MAFATLAL INVESTMENTS AND FINANCE LIMITEDon any matter related to capital market, during thelast three years:

None.

(c) VIGIL MECHANISM/WHISTLE BLOWERPOLICY :The Company has adopted a "Vigil Mechanism/Whistle Blower Policy" on 2nd August, 2014,through which it has institutionalized a mechanismfor the directors and the employees to disclose tothe Audit Committee, any unethical behavior,improper practice and wrongful conduct takingplace in the Company, for suitable action. ThePolicy, by design, provides access to the Chairmanof the Audit Committee, in exceptional cases. Upto 29th May, 2015 Shri Girish R. Shah, VicePresident (Legal) & Company Secretary andthereafter Shri Soham A. Dave, Assistant CompanySecretary act as Vigilance Officer of the Companyto receive protected disclosures from whistleblowers, maintaining records thereof, placing thesame before the Audit Committee for its disposaland informing the whistle blower the result thereof.The detailed Policy describing the objectives,scope, eligibility, procedure, etc. is also posted onthe website of the Company. We further affirmthat no employee has been denied access to theAudit Committee during the financial year 2014-15.

(d) COMPLIANCE OF MANDATORYREQUIREMENTS AND ADOPTION OF NON-MANDATORY REQUIREMENTS OF CLAUSE 49The Company has complied with all mandatoryrequirements of Clause 49 (as applicable to it) ofthe Listing Agreement. The Company has adoptednon-mandatory requirements of Clause 49 suchas establishing Remuneration Committee,evaluating Non-Executive Directors, establishingWhistle Blower Policy, etc.

11. MEANS OF COMMUNICATION1) Half-yearly report sent to each household of

shareholders: No2) Quarterly Results:

Quarterly Results are published in AhmedabadEditions of Economic Times, English andGujarati, and are displayed on Company'swebsite www.stanrosefinvest.com. The websitecontains a separate dedicated section `InvestorRelations', where shareholders' information isavailable.

3) Whether it also displays official news releasesand the presentations made to institutionalinvestors or to the Analysts : No

4) Whether MD & A is a part of the Annual Report ornot:Yes.

12. GENERAL SHAREHOLDERS INFORMATIONThe Company is registered in the State of Gujarat. TheCorporate Identity Number (CIN) allotted to the Company

by the Ministry of Corporate Affairs (MCA) isL65910GJ1980PLC003731.

(a) 35th Annual General MeetingDate & Time: 12th August, 2015 at 10.30 A.M.Venue : Banquet Hall,

Karnavati Club Ltd.,S. G. Highway,Ahmedabad - 380058.

(b) Financial Calendar :Financial Year :1st April to 31st MarchFinancial Reporting (tentative) for:Quarter ending 30-6-2015:By 14th August, 2015Quarter ending 30-9-2015:By 14th November, 2015Quarter ending 31-12-2015:By 14th February, 2016Year ending 31-3-2016:Audited Results by 30th May, 2016.

(c) Book Closure Dates for AGM & Dividend :5th August, 2015 to 12th August, 2015

(both days inclusive)

(d) Dividend Payment Date:

From 24th August, 2015 and onwards.

(e) Unpaid Dividend :a. The Company has transferred unclaimed

dividends for and upto the Financial Yearended on 30th September, 1994 to theGeneral Revenue Account of the CentralGovernment and thereafter upto the financialyear ended on 31st March, 2007 to theInvestor Education and Protection Fund (IEPF),as required under Section 205A(5) of theCompanies Act, 1956, within the prescribedtime limit. Till the provisions of Companies Act,2013, relating to Unpaid Dividend are notified,no claim shall lie in respect of dividendtransferred to IEPF. The members, therefore,may submit their claims, if any, for unclaimeddividends for and upto the financial yearended 30th September, 1994, to the Registrarof Companies, Gujarat, at C.G.O. Complex,Opp. Rupal Park, Behind Ankur Bus Stand,Naranpura, AHMEDABAD - 380 013.

The aggregate amount lying in UnpaidDividend Accounts as at 31st March, 2015 isRs.49,84,289.05/-.

During the year under review, the Companyhas credited Rs.3,00,009/- lying in unpaid/unclaimed dividend account for the yearended 31st March, 2007 to the IEPF. Thecumulative amount transferred to IEPF upto31st March, 2014 is Rs.17,80,897/-.

25

STANROSE MAFATLALb. Pursuant to the provisions of Sections 205A

and 205C of the Companies Act, 1956,dividend for the financial year ended on 31stMarch, 2008 and thereafter which remainsunpaid or unclaimed for a period of 7 yearswill be transferred to the `Investor Education& Protection Fund' of the Central Government.

The likely schedule indicating the deadline forclaiming the unclaimed dividends before itstransfer to IEPF is given in Table 3 here under:

TABLE NO. : 3

Dividend For the Date of Last DateNo. Year Declaration for Claiming

ended UnpaidDividend

27th 31-03-2008 15-09-2008 14-09-201528th 31-03-2009 12-09-2009 11-09-201629th 31-03-2010 13-08-2010 12-08-201730th 31-03-2011 03-09-2011 02-09-201831st 31-03-2012 16-08-2012 15-08-201932nd 31-03-2013 30-07-2013 29-07-202033rd 31-03-2014 02-08-2014 01-08-2021

The Ministry of Corporate Affairs has on May10, 2012, notified the Investor Education andProtection Fund (uploading of informationregarding Unpaid and Unclaimed amountslying with companies) Rules, 2012 ("IEPFRules") with the objective of enablingshareholders to use the informationprovided by the companies on their websitesand the website of IEPF, to verify the statusof unclaimed dividends, if any. TheShareholder can view the aforesaidinformation on the website of IEPF viz.`www.iepf.gov.in' and under "InvestorRelations" on the website of the Company,viz. `www.stanrosefinvest.com'. The data ofUnclaimed Dividends is uploaded as aforesaidon the websites by the Company. Theconcerned members are requested to verifythe details of their unclaimed dividend, if any,from the said websites and lodge their claimwith the Company at its Registered Office orwith its Registrar and Transfer Agent viz. LinkIntime India Pvt. Ltd., before the same is duefor transfer to IEPF. The Unclaimed DividendClaim Form - Letter of Indemnity can bedownloaded from www.stanrosefinvest.com.

(f) Dividends:(i) Receipt of Dividend through Electronic

ModeSecurities and Exchange Board of India (SEBI)has vide Circular No. CIR/MID/DP/10/2013

dated March 21, 2013 directed that listedcompanies shall mandatorily make allpayments to investors, including dividend toshareholders, by using any Reserve Bank ofIndia (RBI) approved electronic mode ofpayment viz. ECS, LECS (Local ECS), RECS(Regional ECS), NECS (National ECS) andNEFT, etc.

In order to receive the dividend without lossof time, all eligible shareholders holding sharesin demat mode are requested to update withtheir respective Depository Participants, theircorrect Bank Account Number including ninedigit MICR Code and eleven digit IFSC Code,E-Mail ID and Mobile No(s). This will facilitatethe remittance of dividend amount as directedby RBI in the Bank Account electronically.Updation of Email Id and Mobile Nos.(s) willenable sending communication relating tocredit of dividend, unencashed dividend, etc.

Shareholders holding shares in physical formare requested to provide the following detailsalong with an authorization letter allowingthe Company to directly credit the dividend intheir bank accounts: Name of the first accountholder (as appearing in the Bank Accountrecords), Bank Name, Branch Name, BranchAddress, Account Type, Account Number,Nine Digit MICR Code, Eleven digit IFSC Code,Email Id and Mobile No.(s) to the Company atits Registered Office or its Registrar andTransfer Agent Link Intime India Pvt. Ltd. at:Unit No. 303, 3rd Floor, Shoppers' Plaza V,Opp. Municipal Market, B/h. Shoppers' PlazaII, Off. C. G. Road, Ahmedabad 380 009, byquoting reference folio number and attachinga photocopy of the cheque leaf of their activeBank Account and a Self-attested copy oftheir PAN Card.

(ii) Various Electronic modes for makingpayment of DividendIn case the shareholder has updated thecomplete and correct bank account details(including nine digit MICR Code and elevendigit IFSC Code) before the deadlines givenhereinabove, the Company shall make thepayment of dividend to such shareholdersunder any one of the following modes:

1. National Electronic Clearing Service (NECS)

2. Electronic Clearing Service (ECS)

3. National Electronic Fund Transfer (NEFT)

In case dividend payment by electronic modeis returned or rejected by the correspondingbank due to some reason, then the Companywill issue a Dividend Warrant/Demand Draft/

26

STANROSE MAFATLAL INVESTMENTS AND FINANCE LIMITEDCheque and print the bank account detailsavailable on its records on the said dividendwarrant to avoid fraudulent encashment ofwarrants.

(g) Rationalisation of Shareholding Pattern

Most of the Members are still holding shares ofthe Company in physical form and that too invery small numbers. The Company continues itsendeavor to assist them in disposal of such smallnumber even without demat at or near the fullmarket value by absorbing some costs associatedwith its administration. Members desirous ofavailing the assistance may write or contact ShriSoham A. Dave, Asst. Company Secretary at theRegistered Office at Ahmedabad. Members havingmultiple folios, either in identical name(s) or indifferent pattern of name(s) at common addressor otherwise may approach the Registrar &Transfer Agent of the Company for transfer/consolidation of all such shareholding into onefolio to facilitate better service. Members whohave lost their original Share Certificate(s) arealso requested to contact or write to them forissue of duplicate Share Certificate(s).

(h) Nomination Facility

Members holding shares in single name in physicalform are advised to make nomination in respect oftheir shareholding in the Company. The NominationForm SH-13 can be downloaded from theCompany's website www.stanrosefinvest.com.Members holding shares in dematerialized formmay contact their DP for recording theirnomination.

(i) Share Transfer System

All the share related work is undertaken by ourRegistrar & Share Transfer Agent, Link Intime IndiaPvt. Ltd., Ahmedabad. The Share TransferCommittee of the Directors approves the sharetransfer, transmission, Splitting and consolidationof shares among others. The share transfersare registered and returned within 15 days fromthe date of receipt, if relevant documents arecomplete in all respects.

(j) PAN Requirement for every Participant inSecurities Market

In case of transfers, deletion of name of deceasedshareholder, transmission and transposition ofnames in respect of shares held in physical form,submission of self-certified photocopy of PANCard of the transferee(s), surviving holder(s)respectively, along with necessary documentsat the time of lodgement of request for thesetransactions, is mandatory.

(k) Registration of Email ID for receipt ofNotices of General Meetings, Annual Report,etc. in e-form

The Ministry of Corporate Affairs has taken`Green Initiative in Corporate Governance' byallowing paperless compliances by the Companyand has issued circulars allowing service ofnotices/documents including Annual Report byemail to its members. To support this greeninitiative of the Government in full measure,members who have not registered their emailaddresses so far, are requested to register thesame in respect of electronic holdings with theDepository through their Depository Participants.Members holding shares in physical form arerequested to get their email addresses registeredwith the Company/its Registrar & Share TransferAgent.

ADVANTAGES OF REGISTERING FORE-COMMUNICATION:

* Receive communication promptly* Reduce paper consumption and save trees* Eliminate wastage of papers* Avoid loss of documents in postal transit* Save costs on papers and on postage

(l) Address for Correspondence:601, Popular House, Ashram Road,Ahmedabad - 380 009.Phone No. 079 66310887, 26580067Fax: 079 26589557E-mail : [email protected]

(m) Registrar and Share Transfer Agent:The Company's Registrar and Share TransferAgent is Link Intime India Pvt. Ltd.,Unit No. 303,3rd Floor, Shopper's Plaza-V, Opp. MunicipalMarket, Behind Shopper's Plaza II, Off. C. G. Road,Ahmedabad - 380009 Tel. 079 26465179. Email :[email protected]. All correspondencefor transfer of shares, demat requests and othercommunication in relation thereto be addressedto them.

(n) Listing on the Stock Exchange and StockCode:Listed on Bombay Stock Exchange. Listing feefor 2015-16 of BSE has been paid and the ScripCode No. is 506105, [Scrip ID STANROS] under BGroup.The Company has established connectivity withNSDL and CDSL both for demat and the ISINallotted to its Equity Shares is INE441L01015.

(o) Recommendation to get the sharesdematerializedWe strongly recommend all the members holding

27

STANROSE MAFATLALshares in physical form to promptly get their shares dematerialized for the following:

❖ Elimination of bad deliveries.❖ No stamp duty on transfer.❖ Periodic Status Report and information

available on internet.❖ Ease related to change of address of

investor.❖ Elimination of problems related to

transmission.❖ Ease in portfolio monitoring.❖ Ease in pledging the shares.❖ SMS alert facility.❖ No risk of loss on account of fire, theft or

mutilation.❖ Reduced paper work

❖ Execution of trades in demat in market lotof ONE equity share is available on BSE.

❖ To improve the liquidity in terms of numberof transactions and volume of shares onthe Exchange.

❖ For better discovery of price on theExchange.

❖ Faster settlement cycle, making thetransactions of sale, purchase andtransfer much simpler and faster.

❖ Faster disbursement of Non-cashcorporate benefits like Rights, Bonus, etc.

❖ To lower the transaction cost. Lowerbrokerage is charged by many brokers fortrading in demateralised securities.

(p) (ii) Shareholding Pattern as at 31st March,2015 :

TABLE NO. 5

Category No. of No. of % ofShare - Shares Share-

holders held holding

A) PROMOTERS' HOLDING :- Indian 8 18,86,076 47.53- Foreign 3 33,094 0.84

SUB - TOTAL A 11 19,19,170 48.37B) PUBLIC HOLDING :

(i) Institutions 15 4,01,808 10.13(ii) Non Institutions

(a) Private Corporate Bodies 74 2,35,426 5.93(b) Individuals 33,823 14,11,516 35.57

SUB-TOTAL B 33,912 20,48,750 51.63

GRAND TOTAL (A + B) 33,923 39,67,920 100.00

(q) Stock Market Data :(i) The particulars of High-Low prices and the volume

during each month of 2014-15 on the BombayStock Exchange Ltd. (BSE) are given hereunder:

Month High Low Volume2014 Rs. Rs. (Nos.)April 87.00 71.10 2,665May 89.05 73.05 11,099June 102.00 79.05 17,637July 102.25 79.00 10,617August 106.00 85.90 8,791September 109.00 85.55 28,151October 95.00 86.00 11,211November 106.00 85.50 17,571December 105.00 89.05 22,1292015January 158.80 91.00 87,778February 154.80 123.00 18,016March 139.00 115.10 5,472Fiscal-2015 158.80 71.10 2,41,137

(p) (i) Distribution of Shareholding by size as on 31st March, 2015 : TABLE NO. 4

Sr. Number or Shareholders Shares heldNo. range of

Shares held Number % to total Cumulative Number % to total CumulativeNumber % Number %

01. 1 839 2.47 2.47 839 0.02 0.0202. 2 8,696 25.63 28.10 17,392 0.44 0.4603. 3 258 0.76 28.86 774 0.02 0.4804. 4 10,512 30.99 59.85 42,048 1.06 1.5405. 5 94 0.28 60.13 470 0.01 1.5506. 6 to 10 2,930 8.64 68.77 21,094 0.53 2.0807. 11 to 20 4,521 13.33 82.10 68,668 1.73 3.8108. 21 to 49 2,402 7.08 89.18 77,478 1.95 5.7609. 50 571 1.68 90.86 28,550 0.72 6.4810. 51 to 100 1,440 4.25 95.11 1,11,618 2.81 9.2911. 101 to 500 1,317 3.88 98.99 2,98,773 7.53 16.8212. 501 to 1,000 170 0.50 99.49 1,24,048 3.13 19.9513. 1,001 & more 173 0.51 100.00 31,76,168 80.05 100.00

33,923 100.00 39,67,920 100.00

28


AUDITORS' CERTIFICATE ON CORPORATEGOVERNANCETo The Members ofStanrose Mafatlal Investments and FinanceLimitedWe have examined the compliance of conditions ofcorporate governance by Stanrose Mafatlal Invest-ments and Finance Limited, for the year ended on31st March, 2015, as stipulated in Clause 49 of the ListingAgreement of the said Company with Stock Exchange.

The compliance of conditions of corporate governanceis the responsibility of the Management. Our examinationwas limited to a review of the procedures and imple-mentation thereof, adopted by the Company for ensuring

the compliance of the conditions of the CorporateGovernance as stipulated in the said Clause. It is neitheran audit nor an expression of an opinion on the financialstatements of the Company.

In our opinion and to the best of our information andaccording to the explanations given to us, and based onthe representations made by the Directors and theManagement, we certify that the Company has compliedwith the conditions of the corporate governance asstipulated in Clause 49 of the above mentioned ListingAgreement.

We further state that such compliance is neither anassurance as to the future viability of the Company northe efficiency or effectiveness with which theManagement has conducted the affairs of the Company.

For C.C. CHOKSHI & CO.Chartered Accountants

(Firm Registration No. 101876W)GAURAV J. SHAH

Ahmedabad Partner29th May, 2015. (Membership No. 35701)

(ii) Share Price Performance in comparison to broadbased indices - BSE Sensex

During the Financial Year 2014-15, the Company'sshare price over performed the benchmark indice.The Company's share price in

stanrose mafatlal...4 stanrose mafatlal investments and finance limited 128.82% (previous year...

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