Directors Report of Standard Industries Ltd.

Mar 31, 2025

Your Directors hereby present the 128^th Annual Report together with the Audited Statements of Accounts for the
Financial Year ended 31^st March 2025.

FINANCIAL RESULTS (AS ADJUSTED UNDER IND AS)

	Current year	Previous year
	01.04.2024	01.04.2023 to
	to 31.03.2025	31.03.2024
	('' in lakhs)	ft in lakhs)
Profit before Depreciation and tax.........................................	(1132.13)	(500.29)
Add: Depreciation for the current year......................................	246.62	257.86
Profit before Tax .....................................................................	(1378.75)	(758.15)
Current Tax................................................................................	—	—
Excess/Short Provision of Tax of earlier years..........................	(169)	554.51
Profit after Tax.........................................................................	(1380.44)	(203.64)
Remeasurements of the defined benefit Plans ........................	9.91	(69.73)
Net Profit...................................................................................	(1370.53)	(273.37)
Balance brought forward from previous year............................	12,090.17	13,360.63
Sub total....................................................................................	10,719.64	13,087.26
Less: Final Dividend @11% on 6,43,28,941 Equity Shares for the Financial Year 2023-24...........................	353.81	—
Less: Interim Dividend @16% on 6,43,28,941 Equity Shares for the Financial Year 2022-23...........................	—	514.63
Less: Final Dividend @5% on 6,43,28,941 Equity Shares for the Financial Year 2022-23...........................	—	160.82
Balance ....................................................................................	10,365.83	12,411.81
Less: Interim Dividend @10% on 6,43,28,941 Equity Shares for the Financial Year 2023-24 (liability)............	—	(321.64)
Retained Earnings as on 31.3.2025........................................	10,365.83	12,090.17

RESULTS OF OPERATIONS & THE STATE OF COMPANY AFFAIRS:

TRADING DIVISION

For the Financial Year April, 2024 to March, 2025 under review, the Company has achieved a textile trading turnover
of '' 2207.98 lakhs in comparison with '' 1881.48 for the previous Financial Year.

The Company has introduced few new product range. Orders have been received from Institutions for supply of shirts/
trousers etc. The school uniform business is performing well. All these factors will help the Company to get better
performance in coming years.

PROPERTY DIVISION (REAL ESTATE ACTIVITIES)

The Property Division of the Company comprises assets which are in excess of business needs, which the Company
would liquidate based on market conditions.

ACCOUNTS

The Financial Statements of your Company for the financial year 2024-25, are prepared as per Indian Accounting
Standards (“IND AS”) and in compliance with applicable provisions of the Companies Act, 2013 (“the Act”), read

with the Rules issued thereunder and the provisions of
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (SEBI (LODR) Regulations, 2015).
The consolidated financial statements have been
prepared on the basis of audited financial statements of
your Company and its subsidiaries, as approved by the
respective Board of Directors.

NATURE OF BUSINESS OF THE COMPANY

There has been no change in the nature of business of
the Company.

SHARE CAPITAL

The Paid-up Equity Share Capital as on 31^st March,
2025, is '' 32,16,44,705/- comprising 6,43,28,941 Shares
of '' 5/- each.

During the financial year under review, the Company has
not issued any class of securities including shares with
differential voting rights, sweat equity shares and has not
granted any stock options.

The Company has not bought back any of its securities
during the financial year under review.

The Company does not have any scheme of provision of
money for the purchase of its own shares by employees
or by trustees for the benefit of employees.

TRANSFER TO RESERVES

During the year under review, there was no amount
transferred to any of the reserves by the Company.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO

The Company is not engaged in manufacturing activities
during the financial year under review and primarily
undertakes trading activity. Therefore, the business
of the Company is not power / technology intensive.
Accordingly, there is no information to submit in respect of
conservation of energy and absorption of technology. The
Company is, however, constantly pursuing technological
upgradation in a cost-effective manner for delivering
quality customer service.

PUBLIC DEPOSITS

There are no outstanding public deposits remaining
unpaid as on 31^st March, 2025. The Company has not
accepted any public deposits under Chapter V of the Act
and rules made thereunder.

However, the Company has taken loan from Non-Banking
Financial Institution which is exempt from the definition of
‘deposit'' under the Companies (Acceptance of Deposits)
Rules, 2014. The details of such loans are given in Note
No.21 to the standalone financial statements.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) and
134(5) of the Act, with respect to Directors'' Responsibility
Statement, the Directors of your Company hereby state
and confirm that:

(a) i n the preparation of the annual accounts for the
financial year ended 31^st March 2025, the applicable
accounting standards had been followed along with
proper explanation relating to material departures;

(b) the Directors have selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so
as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and
of the loss of the Company for that period;

(c) the Directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of the
Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;

(d) the Directors have prepared the annual accounts on
a going concern basis;

(e) the Directors, have laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and are
operating effectively;

(f) the Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively.

DETAILS OF SUBSIDIARIES, JOINT VENTURE AND
ASSOCIATE COMPANIES

The Company does not have any Associate or Joint
Venture Company. However, your Company has following
Wholly-owned Subsidiaries:

1. Standard Salt Works Limited.

2. Mafatlal Enterprises Limited.

During the current financial year, Standard Salt Works
Limited is a material Subsidiary of the Company under
Regulation 24A of SEBI (LODR) Regulation 2015.

During the current financial year, no new subsidiary was
incorporated/acquired. The Company has not entered
into a joint venture with any other company.

COST RECORDS

Maintenance of cost records as specified by the
Central Government under Section 148(1) of the
Companies Act, 2013, is not applicable to the Company.

DONATIONS

During the Financial Year, the Company has donated a
sum of '' 33,50,000 towards CSR & other donations of
'' 1,25,000 both aggregating '' 34,75,000.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. Retirement by rotation and subsequent
re-appointment

Pursuant to Article 158 of the Articles of Association
of the Company read with Section 152 of the Act,
Shri Pradeep R. Mafatlal (DIN : 00015361) is due to retire
by rotation at the ensuing Annual General Meeting (“AGM”)
and being eligible offers himself for reappointment.

B. Changes in Directors
Re-appointment of Shri D.H. Parekh

Shri D.H. Parekh was appointed as an Executive Director
for a period of 2 years commencing from 2^nd August,
2023 and his tenure would expire on 1^st August, 2025.
Based on the recommendation of the Nomination and
Remuneration Committee, the Board has re-appointed
Shri D.H. Parekh as Executive Director for a term of
2 (two) years from 2^nd August, 2025, to 1^st August, 2027,
subject to approval of the Members at the ensuing
AGM. The terms and conditions of his re-appointment
are mentioned in the Explanatory Statement under
Section 102(1) of the Act.

Shri D. H. Parekh is not disqualified from being appointed
as a Director as specified in Section 164 of the Act.

Appointment of Shri Vedant Rajiv Podar

Based on the recommendation of the Nomination &
Remuneration Committee (NRC) the Board of Directors of
the Company in its meeting held on 7^th November, 2024
approved the appointment of Shri Vedant Rajiv Podar
(DIN 09212067) as an Additional Director in the category
of Non- Executive Independent Director of the Company
for a term of 5 (Five) years w.e.f. 7^th November, 2024,
subject to the approval of shareholders and such other
approvals as may be required to be obtained pursuant
to the applicable provisions of the Companies Act, 2013
and the Regulations.

During the Financial Year 2024-25 appointment
of Shri Vedant Rajiv Podar (DIN 09212067) as a
Non-Executive Independent Director of the Company
for a term of 5 (Five) years w.e.f. 7^th November, 2024
was approved by the Members of the Company through
Postal ballot on 13^th December, 2024.

Appointment of Shri Rajanya P. Mafatlal

Based on the recommendation of the Nomination &
Remuneration Committee (NRC) the Board of Directors
of the Company in its meeting held on 7^th November,

2024 approved the appointment of Shri Rajanya P.
Mafatlal (DIN 09599264) as an Additional Director in
the category of Non- Executive Director of the Company
w.e.f. 7^th November, 2024, subject to the approval of
shareholders and such other approvals as may be required
to be obtained pursuant to the applicable provisions of
the Companies Act, 2013 and the Regulations.

During the Financial Year 2024-25 appointment
of Shri Rajanya P. Mafatlal (DIN 09599264) as a
Non- Executive Director of the Company w.e.f.
7^th November, 2024 was approved by the Members of the
Company through Postal ballot on 13^th December, 2024.

Cessation of Mr. Shobhan Diwanji

Shri Shobhan Diwanji ceases to be an Independent
Director of the Company with effect from 13^th August,
2024. The Board has placed on record their sense
of appreciation of the valuable services rendered by
Shri Shobhan Diwanji during his association with the
Company.

C. Declarations by Independent Directors and
re-appointment:

Pursuant to the provisions of Section 149 of the Act
and Regulation 25 of SEBI (LODR) Regulations, 2015,
the Independent Directors have submitted declarations
that each of them meet the criteria of independence as
provided in Section 149(6) of the Act along with Rules
framed thereunder and Regulation 16(1)(b) of the SEBI
(LODR) Regulations, 2015. There has been no change in
the circumstances affecting their status as Independent
Directors of the Company.

NUMBER OF MEETINGS OF THE BOARD OF
DIRECTORS

During the year under review, 4 (Four) Board Meetings
were held, the details of which are given in the Corporate
Governance Report. The gap between two consecutive
meetings was within the period prescribed under
Section 173 of the Act and Regulation 17(2) of SEBI
(LODR) Regulations, 2015.

AUDIT COMMITTEE

The Audit Committee comprises the following:

Shri Khurshed M. Thanawalla — Chairman

Shri D.H. Parekh — Member

Shri Ganpatrao Patwardhan — Member

(appointed w.e.f. 12.08.2024)

Shri Tashwinder Singh __ Member

(appointed w.e.f. 20.05.2025)

Shri Shobhan Diwanji _ Member

(upto 12.08.2024)

NOMINATION AND REMUNERATION COMMITTEE (NRC)

The NRC comprises the following:

Shri Khurshed M. Thanawalla — Chairman

Smt. Divya P. Mafatlal — Member

Shri Ganpatrao Patwardhan — Member

(appointed w.e.f. 12.08.2024)

Shri Shobhan Diwanji _ Member

(upto 12.08.2024)

The Committee has laid down the Company''s Policy
on Directors'' appointment and remuneration, including
criteria for determining qualifications, positive attributes,
independence of a Director and other related matters.

Pursuant to Section 134(3)(e) and Section 178 of the
Act, the Company''s Policy on Directors'' appointment
& remuneration is uploaded on the website of the
Company at the link www.standardindustries.co/pdf/
Nomination&RemunerationPolicy.pdf

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes affecting the
financial position of the Company which have occurred
between the end of the Financial Year of the Company
to which the financial statements relate and the date of
the Report.

SIGNIFICANT AND MATERIAL ORDERS

There have been no significant and material orders
passed by the Regulators or Courts or Tribunals
impacting the going concern status and Company''s
operations in future.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL
FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS

The Company''s internal control procedures are adequate
to ensure compliance with various policies, practices
and statutes in keeping with the organization''s pace
of growth and increasing complexity of the operations.
The Company maintains a system of internal controls
designed to provide reasonable assurance regarding the
following:

• Effectiveness and efficiency of operations

• Adequacy of safeguards for assets

• Prevention and detection of frauds and errors

• Accuracy and completeness of the accounting
records

• Timely preparation of reliable financial information.

Key controls have been tested during the year and
corrective and preventive actions are taken for any
weakness. Internal Audit System is engaged in evaluation
of internal control systems. Internal Audit findings and
recommendations are reviewed by the Management and
Audit Committee of the Board of Directors.

INDIAN ACCOUNTING STANDARDS (IND AS)

Your Company has adopted Indian Accounting Standards
(“IND AS”) pursuant to Ministry of Corporate Affairs
Notification dated 16^th February 2015 notifying the
Companies (Indian Accounting Standard) Rules, 2015.

AUDIT OBSERVATIONS AND EXPLANATION OR
COMMENTS BY THE BOARD

There were no qualifications, reservations or adverse
remarks made either by the Statutory Auditors or by the
Secretarial Auditor in their respective Reports.

The observations made by the Statutory Auditors read
with the relevant notes on accounts is self-explanatory.

PERFORMANCE AND FINANCIAL POSITION OF
EACH OF THE SUBSIDIARIES, INCLUDED IN THE
CONSOLIDATED FINANCIAL STATEMENT

Pursuant to Section 129(3) of the Act read with Rule 5
of the Companies (Accounts) Rules, 2014, the statement
containing salient features of the financial statements
of the Company''s subsidiaries (in Form AOC - 1) is
annexed to the Financial Statements of the Company.

ANNUAL RETURN

The Annual Return of the Company as on 31^st March,
2025 in Form MGT-7 in accordance with Section 92(3)
of the Act read with the Companies (Management
and Administration) Rules, 2014, is available on
the Company''s website and can be accessed at
http://www.standardindustries.co/Annual-Return.html

FORMAL ANNUAL EVALUATION OF THE BOARD, ITS
COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of the Company, based on recommendations of
the NRC, has carried out an annual performance evaluation
of its own performance and that of its committees and that
of the individual Directors, pursuant to the provisions of
the Act and SEBI (LODR) Regulations, 2015. The manner
in which the evaluation has been carried out has been
explained in the Corporate Governance Report.

The details of programmes for familiarization of Independent
Directors with the Company, their roles, rights, responsibilities
in the Company, nature of the Industry in which the

Company operates, business model of the Company and
related matters and familiarization programmes attended
by Independent Directors are put up on the website of the
Company at the link http://www.standardindustries.co/pdf/
FamiliarizationProgrammeforIndependentDirectors.pdf

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM
FOR DIRECTORS AND EMPLOYEES

Vigil Mechanism/Whistle Blower Policy has been
formulated with a view to provide a mechanism for
Directors and Employees of the Company to approach
the Audit Committee of the Board of Directors of the
Company or any member of such Audit Committee. It
aims to provide a platform for the Whistle Blower to raise
concerns on serious matters regarding ethical values,
probity and integrity or any violation of the Company''s
Code, including the operations of the Company. The said
Code has been displayed on the Company''s website
www.standardindustries.co

There have been no cases of frauds which required
the Statutory Auditors to report to the Audit Committee/
Board during the financial year under review.

DISCLOSURE UNDER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment
Policy in line with the requirements of The Sexual
Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013. Internal Complaints
Committee (ICC) has been set up to redress complaints
received regarding sexual harassment.

There have been no complaints received during the
financial year.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR Committee comprises the following:

Shri Pradeep R. Mafatlal — Chairman

Smt. Divya P. Mafatlal — Member

Shri D.H. Parekh — Member

Shri Khurshed Thanawalla — Member

The Company has formed a CSR Committee and
has uploaded the CSR Policy on the Company''s
website at link http://www.standardindustries.co/pdf/
PolicvOnCorporateSocialResponsibilitv.pdf

The Company has also contributed a sum of '' 33,50,000/-
towards Corporate Social Responsibility (CSR) as per
Schedule VII of the Companies Act, 2013, during the

Financial Year 2024-25. During the year under review,
the Company does not fall under the provisions of
Section 135 of the Companies Act, 2013 and accordingly
was not required to contribute towards CSR activities
under the Companies Act, 2013. However, the Company
has voluntarily contributed the said amount towards
CSR activities. Further, the board of directors of the
Company have passed resolution to carry forward the
excess CSR amount spent by the Company amounting to
'' 33,50,000/- to subsequent years as per the Companies
(CSR) Rules, 2014.

The Company''s CSR and initiatives and activities
are aligned to the requirements of Section 135 of the
Companies Act, 2013. The brief outlines of the CSR
Policy of the Company and the initiatives undertaken by
the Company''s CSR activities during the year are set out
in Annexure ‘D’ of this Report in the format prescribed in
the Corporate Social Responsibility (CSR) Policy Rules,
2014. For other details regarding CSR Committee, please
refer to the Corporate Governance Report.

The Chief Financial Officer of the Company has certified
that the CSR amount so distributed for the projects have
been utilized for the purposes and in the manner as
approved by the Board.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186 OF THE
COMPANIES ACT, 2013

Details of Loans, Guarantees and Investments pursuant
to the provisions of Section 186 of the Act, read with
Companies (Meetings of Board and its Powers) Rules,
2014, are given in the Notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES:

The particulars of contracts or arrangements entered
into by the Company with related parties referred to in
sub-section (1) of Section 188 of the Act, are disclosed
in Form No. AOC -2 (Please refer Annexure A to the
Directors'' Report). The Company has framed a Policy
on Related Party Transactions. The web link where
Policy on dealing with Related Party transactions
is disclosed is http://www.standardindustries.co/pdf/
PolicyOnRelatedPartyTransactions.pdf

PARTICULARS OF EMPLOYEES

The information as per Section 197(12) of the Act read
with Rule 5(2) and (3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
forms part of this Report as Annexure B. As per the
provisions of Section 136 of the Act, the Annual Report

is being sent to the Members, excluding the information
on employees'' remuneration particulars as required under
Rule 5 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, which is available
for inspection by the Members at the Registered Office of
the Company during business hours on working days of
the Company up to the date of the ensuing AGM. If any
Member is interested in obtaining a copy thereof, such
Member may write to the Company in this regard.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act, the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 read with Regulation 24A of
the SEBI (LODR) Regulations, 2015, the Company has
appointed M/s. S.K. Dwivedi & Associates, to undertake
the Secretarial Audit of the Company.

Report of the Secretarial Auditors for the Company and
Standard Salt Works Limited is annexed herewith as
Annexure C-1 and C-2 respectively. The Secretarial
Audit Reports do not contain any qualification, reservation,
adverse remark or disclaimer.

M/s. S.K. Dwivedi & Associates, Company Secretaries,
have been appointed as Secretarial Auditors of the
Company to conduct Secretarial Audit for the Financial
Year 2024-25 to fill the casual vacancy caused by
the sad demise of Mr. Nishant Jawasa, Proprietor of
M/s. Nishant Jawasa & Associates, Company Secretaries,
who was appointed as Secretarial Auditor on 21.05.2024.
On the recommendation of the Audit Committee, the
Board at its Meeting held on 20^th May, 2025, have
proposed the appointment of M/s. S.K. Dwivedi &
Associates, Company Secretaries, Mumbai as Secretarial
Auditors of the Company for a term of 5 years, i.e. from
the conclusion of the 128^th Annual General Meeting until
the conclusion of the 133^rd Annual General Meeting,
subject to members'' approval.

The Company has also received a confirmation
from M/s. S.K. Dwivedi & Associates, Company
Secretaries, Mumbai, to the effect that they are
eligible and not disqualified under section 204 of the
Companies Act, 2013, Regulation 24A of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, Companies Secretaries Act, 1980, other applicable
provisions, if any and the Rules framed thereunder, for
being appointed as Secretarial Auditors of the Company.

As required under Regulation 24A(1A) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Auditors have also confirmed that they hold a
valid certificate issued by the Peer Review Board of the
Institute of Company Secretaries of India.

RISK MANAGEMENT

During the Financial Year under review, a detailed
exercise on Business Risk Management was carried out
covering the entire spectrum of business operations and
the Board has been informed about the risk assessment
and minimization procedures. Business risk evaluation
and management is an ongoing process with the
Company. There is no risk identified which in the opinion
of the Board may threaten the existence of the Company.

CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) read with Schedule V
of SEBI Listing Regulations, a separate Report on
Corporate Governance and a certificate from the Auditors
of the Company regarding compliance of the conditions
of Corporate Governance are annexed to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year
under review as stipulated under Regulation 34(2)(e)
read with Schedule V of SEBI (LODR) Regulations 2015,
is enclosed as Annexure to this Report.

INSURANCE

All the properties/assets including buildings, furniture/
fixtures, etc. and insurable interests of the Company are
adequately insured.

AUDITORS

M/s. R. S. Gokani & Co., (Firm Registration No.140229W)
Chartered Accountants, Mumbai, were appointed as
Statutory Auditors of the Company at the 126^th Annual
General Meeting of the Company held on 1^st August,
2023, for a term of 5 (five) consecutive years till
131^st Annual General Meeting of the Company.

SECRETARIAL STANDARDS

The Company has followed the applicable Secretarial
Standards, i.e. SS-1 and SS-2, relating to ‘Meetings
of the Board of Directors'' and ‘General Meetings''
respectively.

For and on behalf of the Board
PRADEEP R. MAFATLAL
Chairman
DIN 00015361

Mumbai

Dated: 20^th May, 2025

---

Mar 31, 2024

The Directors hereby present the 127^th Annual Report together with the Audited Statements of Accounts for the Financial Year ended 31^st March 2024.

FINANCIAL RESULTS (AS ADJUSTED UNDER IND AS)

	Current year	Previous year
	01.04.2023	01.04.2022 to
	to 31.03.2024	31.03.2023
	('' in lakhs)	ft in lakhs)
Profit before Depreciation and tax.........................................	(500.29)	2477.56
Less: Depreciation for the current year.....................................	257.86	248.96
Profit before Tax .....................................................................	(758.15)	2228.60
Current Tax................................................................................	—	200.00
Excess/Short Tax Provision of earlier years written back.........	554.51	—
Profit after Tax .........................................................................	(203.64)	2028.60
Remeasurements of the defined benefit Plans ........................	(69.73)	8.91
Net Profit...................................................................................	(273.37)	2037.51
Balance brought forward from previous year.............................	13,360.63	12931.34
Sub total....................................................................................	13,087.26	14968.85
Less : Interim Dividend @ 16% on 6,43,28,941 Equity Shares for the Financial Year 2022-23 (Previous year 35% for the Financial Year 2021-22).................	(514.63)	(1125.75)
Less : Final Dividend @ 5% on 6,43,28,941 Equity Shares for the Financial Year 2022-23 (Previous year 15% for the Financial Year 2021-22).................	(160.82)	(482.47)
Balance ....................................................................................	12,411.81	13360.63
Less : Interim Dividend @ 10% on 6,43,28,941 Equity Shares for the Financial Year 2023-24 (Liability)...........	(321.64)	—
Retained Earnings as on 31.3.2024........................................	12,090.17	13360.63

The Board of Directors in their Meeting held on 15^th March, 2024, have declared an interim dividend of '' 0.50 per equity share of '' 5/- each for the year ended 31^st March, 2024. Interim dividend is debited during the year ended 31^st March, 2024, as a liability. Further, the Board of Directors have recommended a final dividend of '' 0.55 per equity share of '' 5/- each for the financial year ended 31^st March, 2024 and is subject to approval of members at the ensuing Annual General Meeting.

RESULTS OF OPERATIONS & THE STATE OF COMPANY AFFAIRS:TRADING DIVISION

For the Financial Year April, 2023 to March, 2024 under review, the Company has achieved a textile trading turnover of '' 1881.48 lakhs in comparison with '' 1567.65 lakhs for the previous financial year.

The school uniform business is performing well and the Company proposes to reintroduce few products such as bed sheets, towel etc. along with some institutional business and we are hopeful of better performance in the coming years.

PROPERTY DIVISION (REAL ESTATE ACTIVITIES)

The Property Division of the Company comprises assets which are in excess of business needs, which the Company would liquidate based on market conditions.

SALE OF PROPERTY

During the year, the Company has sold 5 Row houses of Sandeep Park Cooperative Housing Society Limited at Deonar, Mumbai at an aggregate consideration of '' 10 crores.

ACCOUNTS

The Financial Statements of your Company for the financial year 2023-24, are prepared as per Indian Accounting Standards (“IND AS”) and in compliance with applicable provisions of the Companies Act, 2013 (“the Act”), read with the Rules issued thereunder and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI (LODR) Regulations, 2015). The consolidated financial statements have been prepared on the basis of audited financial statements of your Company and its subsidiaries, as approved by the respective Board of Directors.

NATURE OF BUSINESS OF THE COMPANY

There has been no change in the nature of business of the Company.

SHARE CAPITAL

The Paid-up Equity Share Capital as on 31^st March 2024, is '' 32,16,44,705/- comprising 6,43,28,941 Shares of '' 5/- each.

During the financial year under review, the Company has not issued any class of securities including shares with differential voting rights, sweat equity shares and has not granted any stock options.

The Company has not bought back any of its securities during the financial year under review.

The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

TRANSFER TO RESERVES

During the year under review, there was no amount transferred to any of the reserves by the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company is not engaged in manufacturing activities during the financial year under review and primarily undertakes trading activity. Therefore, the business of the Company is not power / technology intensive. Accordingly, there is no information to submit in respect of conservation of energy and absorption of technology. The Company is, however, constantly pursuing technological upgradation in a cost-effective manner for delivering quality customer service.

The Company has no foreign exchange earnings and there was foreign exchange outgoing of '' 206.81 lakhs towards payment of Dividend during the financial year under review.

PUBLIC DEPOSITS

There are no outstanding public deposits remaining unpaid as on 31^st March, 2024. The Company has not accepted any public deposits under Chapter V of the Act and rules made thereunder.

However, the Company has taken loan from Non-Banking Financial Institution which is exempt from the definition of ‘deposit’ under the Companies (Acceptance of Deposits) Rules, 2014. The details of such loans are given in Note No.21 to the standalone financial statements.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) and 134(5) of the Act, with respect to Directors’ Responsibility Statement, the Directors of your Company hereby state and confirm that:

(a) i n the preparation of the annual accounts for the financial year ended 31^st March 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts on a going concern basis;

(e) the Directors, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DETAILS OF SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES

The Company does not have any Associate or Joint Venture Company. However, your Company has following Wholly-owned Subsidiaries:

1. Standard Salt Works Limited.

2. Mafatlal Enterprises Limited.

During the current financial year, the Company does not have any material Subsidiary under Regulation 24A of SEBI (LODR )Regulation 2015.

During the current financial year, no new subsidiary was incorporated/acquired. The Company has not entered into a joint venture with any other company

COST RECORDS

Maintenance of cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013, is not applicable to the Company

DONATIONS

During the Financial Year, the Company has donated a sum of '' 19.75 lakhs to various Charitable and Educational Institutions.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. Retirement by rotation and subsequent re-appointment

Pursuant to Article 158 of the Articles of Association of the Company read with Section 152 of the Act, Smt. Divya P Mafatlal (DIN : 00011525) is due to retire by rotation at the ensuing Annual General Meeting (“AGM”) and being eligible offers herself for reappointment.

B. Changes in Directors Re-appointment of Shri D.H. Parekh

The Members of the Company at the 126^th AGM held on 1^st August, 2023 have approved the reappointment of Shri D. H. Parekh as Executive Director for a term of 2 (two) years from 2^nd August, 2023 to 1^st August, 2025.

Appointment of Shri Ganpatrao Patwardhan

Based on the recommendation of the Nomination & Remuneration Committee (NRC) and the Board of Directors of the Company it is proposed to appoint Shri Ganpatrao Patwardhan (DIN 00520899) in the category of NonExecutive Independent Director of the Company w.e.f. 6^th August, 2024 for a term of 5 (Five) years, pursuant to the

provisions of Section 149,150 and 152 and other applicable provisions of the Companies Act, 2013 read with Regulation 16(1)(b), 17, 17(1A), 25(2A)and other applicable Regulations of the SEBI (LODR) Regulations, 2015 and Article 142 of the Articles of Association of the Company.

The Board is of the opinion that Shri Patwardhan possesses requisite expertise, integrity and experience as required for Independent Director Accordingly it is proposed to approve his appointment as an Independent Director of the Company for a period from 6^th August, 2024 to 5^th August, 2029, not liable to retire by rotation.

C. Declarations by Independent Directors and re-appointment:

Pursuant to the provisions of Section 149 of the Act and Regulation 25 of SEBI (LODR) Regulations, 2015, the Independent Directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year under review, 5 (Five) Board Meetings were held, the details of which are given in the Corporate Governance Report. The gap between two consecutive meetings was within the period prescribed under Section 173 of the Act and Regulation 17(2) of SEBI (LODR) Regulations, 2015.

AUDIT COMMITTEE

The Audit Committee comprises the following:

Shri Khurshed M. Thanawalla — Chairman

Shri D.H. Parekh — Member

Shri Shobhan Diwanji — Member

NOMINATION AND REMUNERATION COMMITTEE (NRC)

The NRC comprises the following:

Shri Khurshed M. Thanawalla — Chairman

Smt. Divya P. Mafatlal — Member

Shri Shobhan Diwanji — Member

The Committee has laid down the Company’s Policy on Directors’ appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other related matters.

Pursuant to Section 134(3)(e) and Section 178 of the Act, the Company’s Policy on Directors’ appointment & remuneration is uploaded on the website of the Company at the link www.standardindust.ries.cn/pdf/ Nnminat.inn&Remunerat.innPnlicy.pdf

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the financial statements relate and the date of the Report.

SIGNIFICANT AND MATERIAL ORDERS

There have been no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company’s operations in future.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company’s internal control procedures are adequate to ensure compliance with various policies, practices and statutes in keeping with the organization’s pace of growth and increasing complexity of the operations. The Company maintains a system of internal controls designed to provide reasonable assurance regarding the following:

• Effectiveness and efficiency of operations

• Adequacy of safeguards for assets

• Prevention and detection of frauds and errors

• Accuracy and completeness of the accounting records

• Timely preparation of reliable financial information. Key controls have been tested during the year and corrective and preventive actions are taken for any weakness. Internal Audit System is engaged in evaluation of internal control systems. Internal Audit findings and recommendations are reviewed by the Management and Audit Committee of the Board of Directors.

INDIAN ACCOUNTING STANDARDS (IND AS)

Your Company has adopted Indian Accounting Standards (“IND AS”) pursuant to Ministry of Corporate Affairs Notification dated 16^th February 2015 notifying the Companies (Indian Accounting Standard) Rules, 2015.

AUDIT OBSERVATIONS AND EXPLANATION OR COMMENTS BY THE BOARD

There were no qualifications, reservations or adverse remarks made either by the Statutory Auditors or by the Secretarial Auditor in their respective Reports.

The observations made by the Statutory Auditors read with the relevant notes on accounts is self-explanatory

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT

Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Company’s subsidiaries (in Form AOC - 1) is annexed to the Financial Statements of the Company

ANNUAL RETURN

The Annual Return of the Company as on 31^st March, 2024 in Form MGT-7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the Company’s website and can be accessed at http://www. standardindustries.cn/Annual-Return.html

FORMAL ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of the Company, based on recommendations of the NRC, has carried out an annual performance evaluation of its own performance and that of its committees and that of the individual Directors, pursuant to the provisions of the Act and SEBI (LODR) Regulations, 2015. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the Industry in which the Company operates, business model of the Company and related matters and familiarization programmes attended by Independent Directors are put up on the website of the Company at the link http://www.st.andardindust.ries.cn/pdf/

FamiliarizationProgrammeforIndependentDirectors.pdf

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

Vigil Mechanism/Whistle Blower Policy has been formulated with a view to provide a mechanism for Directors and Employees of the Company to approach the Audit Committee of the Board of Directors of the Company or any member of such Audit Committee.

It aims to provide a platform for the Whistle Blower to raise concerns on serious matters regarding ethical values, probity and integrity or any violation of the Company’s Code, including the operations of the Company The said Code has been displayed on the Company’s website www.standardindustries.co

There have been no cases of frauds which required the Statutory Auditors to report to the Audit Committee/ Board during the financial year under review.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.

There have been no complaints received during the financial year.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR Committee comprises the following:

Shri Pradeep R. Mafatlal — Chairman

Smt. Divya P Mafatlal — Member

Shri D.H. Parekh — Member

Shri Khurshed Thanawalla — Member

The Company has formed a CSR Committee and has uploaded the CSR Policy on the Company’s website at link http://www.st.andardindust.ries.cn/pdf/ PolicvOnCorporateSocialResponsibilitv.pdf

The Company has also contributed a sum of '' 1,50,000 towards Corporate Social Responsibility (CSR) as per Schedule VII of the Companies Act, 2013, during the Financial Year 2023-24. During the year under review, the Company does not fall under the provisions of Section 135 of the Companies Act, 2013 and accordingly was not required to contribute towards CSR activities under the Companies Act, 2013. However, the Company has voluntarily contributed the said amount towards CSR activities. Further, the board of directors of the Company have passed resolution to carry forward the excess CSR amount spent by the Company amounting to '' 1,50,000 to subsequent years as per the Companies (CSR) Rules, 2014.

The Company’s CSR and initiatives and activities are aligned to the requirements of Section 135 of the Companies Act, 2013. The brief outlines of the CSR Policy of the Company and the initiatives undertaken by the Company’s CSR activities during the year are set out in Annexure ‘D’ of this Report in the format prescribed in the Corporate Social Responsibility (CSR) Policy Rules, 2014. For other details regarding CSR Committee, please refer to the Corporate Governance Report.

The Chief Financial Officer of the Company has certified that the CSR amount so distributed for the projects have been utilized for the purposes and in the manner as approved by the Board.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of Loans, Guarantees and Investments pursuant to the provisions of Section 186 of the Act, read with Companies (Meetings of Board and its Powers) Rules, 2014, are given in the Notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Act, are disclosed in Form No. AOC -2 (Please refer Annexure A to the Directors’ Report). The Company has framed a Policy on Related Party Transactions. The web link where Policy on dealing with Related Party transactions is disclosed is http://www.standardindustries.co/pdf/ PolicyOnRelat.edPart.yTransact.ions.pdf

PARTICULARS OF EMPLOYEES

The information as per Section 197(12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report as Annexure B. As per the provisions of Section 136 of the Act, the Annual Report is being sent to the Members, excluding the information on employees’ remuneration particulars as required under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing AGM. If any Member is interested in obtaining a copy thereof, such Member may write to the Company in this regard.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act, the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 read with Regulation 24A of the SEBI (LODR) Regulations 2015, the Company has appointed M/s. Nishant Jawasa & Associates, to undertake the Secretarial Audit of the Company.

Report of the Secretarial Auditor for the Company is annexed herewith as Annexure C. The Secretarial Audit Reports do not contain any qualification, reservation, adverse remark or disclaimer.

RISK MANAGEMENT

During the Financial Year under review, a detailed exercise on Business Risk Management was carried out covering the entire spectrum of business operations and the Board has been informed about the risk assessment and minimization procedures. Business risk evaluation and management is an ongoing process with the Company. There is no risk identified which in the opinion of the Board may threaten the existence of the Company.

CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) read with Schedule V of SEBI Listing Regulations, a separate Report on Corporate Governance and a certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance are annexed to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(2)(e) read with Schedule V of SEBI (LODR) Regulations 2015, is enclosed as Annexure to this Report.

INSURANCE

All the properties/assets including buildings, furniture/ fixtures, etc. and insurable interests of the Company are adequately insured.

AUDITORS

M/s. R. S. Gokani & Co., (Firm Registration No.140229W) Chartered Accountants, Mumbai, were appointed as Statutory Auditors of the Company at the 126^th Annual General Meeting of the Company held on 1^st August, 2023 for a term of 5 (five) consecutive years till 131^st Annual General Meeting of the Company.

SECRETARIAL STANDARDS

The Company has followed the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’ respectively.

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Mar 31, 2018

The Directors hereby present the 121^st Annual Report together with the Audited Statements of Accounts for the Financial Year ended 31^st March, 2018.

FINANCIAL RESULTS (AS ADJUSTED UNDER IND AS)

		Current year	Previous year
		01.04.2017	01.04.2016 to
		to 31.03.2018	31.03.2017
		(Rs. in lakhs)	Rs. in lakhs)
A	Gross operating Profit before Depreciation and tax	1558.70	(1660.25)
	Less: Depreciation	76.43	83.46
	Profit before Taxes	1482.27	(1743.71)
	Less: Current Tax	338.21	(14.26)
	Profit after Taxes	1144.06	(1729.45)
B	previous YEAR (AS ADJUSTED UNDER IND AS)
	Balance brought forward from previous year	1010.78	3320.94
	Add: Transferred from General Reserve	204.00	—
	Sub-total	1214.78	3320.94
	Less: Dividend on Equity Shares for 2016/17	482.47	482.47
	Corporate Tax on Dividend for 2016/17	98.24	98.24
	Sub-total	580.71	580.71
		634.07	2740.23
	Retained Earnings	1778.13	1010.78

The Company has drawn up its Accounts under IND AS. The figures for the previous year have been suitably adjusted, as appropriate to conform to IND AS requirements.

The Board of Directors have declared an Interim dividend of Re. 0.75 per equity share of Rs.5/- each on 6,43,28,941 equity shares aggregating Rs. 4,82,46,705.75 for the year ended March 31^st, 2018. Further, the Board of Directors proposed a final dividend of Re. 0.25 per equity share of Rs.5/- each on 6,43,28,941 equity shares aggregating Rs.1,60,82,235.25 for the year ended March 31^st, 2018 which if approved by the Shareholders at the ensuing AGM to be held on August 20^th, 2018 will be paid to those shareholders whose name appear on the Register of Members of the Company on the August 4^th, 2018. Both aggregate Re. 1/- for the year ended March 31^st, 2018 (Previous year Re. 0.75 per equity share of Rs.5/- each).

	Current Year	Previous Year
	01.04.2017 to	01.04.2016 to
	31.03.2018 Rs.	31.03.2017 Rs.
Interim Dividend @ Re. 0.75 per Equity Share of Rs.5/- each on 6,43,28,941
Equity Shares	4,82,46,705.75	—
Final Dividend @ Re. 0.25 per Equity Share of Rs.5/- each on 6,43,28,941 Equity Shares [Previous period Re. 0.75 per Equity Share of Rs.5/- each on 6,43,28,941 Equity Shares]	1,60,82,235.25	4,82,46,705.75

RESULTS OF OPERATIONS & THE STATE OF COMPANY AFFAIRS : TRADING DIVISION

For the Financial Year under review, i.e. April, 2017 to March, 2018, the Company has achieved a Textile Trading turnover of Rs.999.42 lakhs in comparison with Rs.717.19 lakhs for the previous Financial Year.

During the Financial Year, in spite of unfavourable circumstances, such as, after effect of demonitisation, implementation of Goods & Services Tax (GST) on Textile Goods, etc., the Company has achieved 39% higher turnover compared to the previous year.

In the past, Textile fabric was not subject to any tax such as VAT/Sales Tax, etc. The Industry was burdened by GST @ 5% for the majority of textile fabrics. Inspite of this adverse situation, the Company has achieved better turnover.

In addition to our regular product range such as PV Suiting, Uniform Suiting and Shirting, 100% Cotton Poplin, Lawn, Dhoti, we have added combo packing in case of ready to stitch segment. All these products have added to our sales growth.

In its effort to liquidate non-operating assets, which are more than the business needs, the Company is realizing such assets at the market value.

REAL ESTATE ACTIVITIES

Real Estate activities of the Company comprises of assets which are in excess of business needs, which the Company would liquidate based on market conditions. The Company has entered into an Agreement to assign TDR dated 18^th May, 2017, to transfer and assign Development Rights Certificate (“DRC”) to be issued by MCGM for TDR on surrender of Reserved Land bearing C.S. No. 211 of Parel Sewree Division admeasuring about 5,413.92 sq.mtrs. (less encroached area of approximately 1000 sq.mtrs.) or such area as may be ascertained by MCGM on actual measurement at site, at or for the consideration of Rs.41.50 Crores subject to the terms and conditions therein mentioned. This transfer, assignment and consideration will depend on grant of quantum of DRC and on the other terms and conditions specified in the aforesaid Agreement.

CONSOLIDATED ACCOUNTS

The Consolidated Financial Statements of your Company for the financial year 2017-18, are prepared as per Indian Accounting Standards (“IND AS”) and in compliance with applicable provisions of the Companies Act, 2013, read with the Rules issued thereunder and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The consolidated financial statements have been prepared on the basis of audited financial statements of your Company and its subsidiaries, as approved by the respective Board of Directors.

NATURE OF BUSINESS OF THE COMPANY

There has been no change in the nature of business of the Company.

SHARE CAPITAL

The Paid-up Equity Share Capital as on 31^st March, 2018, was Rs.32,16,44,705/- comprising 6,43,28,941 Shares of Rs.5/- each.

During the financial year under review, the Company has not issued any class of securities including shares with differential voting rights nor sweat Equity Shares, nor has it granted any stock options.

The Company has not bought back any of its securities during the financial year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company is not engaged in manufacturing activities during the financial year under review. Therefore, there is no information to submit in respect of conservation of energy and absorption of technology.

The Company has no foreign exchange earnings and outgoings during the financial year under review.

PUBLIC DEPOSITS

There are no outstanding deposits remaining unpaid as on 31^st March, 2018. The Company has not accepted any deposits under Chapter V of the Companies Act, 2013 and rules made thereunder.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) and 134(5) of the Companies Act, 2013, with respect to Directors’ Responsibility Statement, the Directors of your Company hereby state and confirm that :

(a) in the preparation of the annual accounts for the financial year ended 31^st March, 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts on a going concern basis; and

(e) the Directors, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DETAILS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Associate or Joint Venture Company. However, your Company has following Subsidiaries :

1. Standard Salt Works Ltd

2. Mafatlal Enterprises Limited

The Company has framed a “Policy for determining Material Subsidiaries” for identifying material subsidiaries. The web link where policy for determining ‘Material’ subsidiaries is disclosed is http://standardindustries.co/ pdf/PolicyfordeterminingMaterialSubsidiaries.pdf

DONATIONs

During the Financial Year, the Company has contributed a sum of '' 70,17,000 to various Charitable and Educational Institutions.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. Directors

Pursuant to Article 158 of the Articles of Association of the Company read with Section 152 of the Companies Act, 2013, Smt. Divya P Mafatlal is due to retire by rotation at the ensuing Annual General Meeting and is eligible to offer herself for reappointment.

By Notification dated 9^th May, 2018, Securities and Exchange Board of India (“SEBI”) amended the Listing Regulations, 2015, by introducing Regulation 17(1A) in the Listing Regulations, 2015 with effect from 1^st April, 2019. According to the said Regulation, no listed Company shall appoint or continue the directorship of a person who has attained age of 75 years unless Special Resolution is passed to that effect.

Shri M. L. Apte and Shri K. J. Pardiwalla, both are above 75 years as on date and therefore, Special Resolutions are proposed in the ensuing Annual General Meeting for continuation of holding Office of Non-Executive Independent Directors of the Company, by Shri M. L. Apte and Shri K. J. Pardiwalla both of whom are above the age of 75 years as on 1^st April, 2019, to comply with the above amendment.

Therefore, it is proposed to pass Special Resolutions at the ensuing Annual General Meeting of the Company for continuation of remaining term of Shri M. L. Apte (DIN 00003656) and Shri K. J. Pardiwalla (DIN 00015670) i.e. upto 13^th August, 2019 and 9^th February, 2020, respectively.

Necessary Resolutions for re-appointment/continuation of Directorship, past the age of 75 years, of the aforesaid Directors have been included in the Notice of the ensuing Annual General Meeting and requisite details have been provided in the Explanatory Statement of the Notice. The Board recommends their re-appointment/ continuation as Directors of the Company.

B. Declarations by independent Directors and re-appointment:

Declarations have been received from all the Independent Directors, viz., Shri M. L. Apte, Shri Shobhan Diwanji & Shri K. J. Pardiwalla, affirming that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.

None of the Directors of the Company are disqualified from being appointed as Directors as specified in Section 164 of the Companies Act, 2013.

c. Key Managerial Personnel

Further, there is no change in the Key Managerial Personnel of the Company.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the Report.

SIGNIFICANT AND MATERIAL ORDERS

There have been no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company’s operations in future.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS.

The Company’s internal control procedures are adequate to ensure compliance with various policies, practices and statutes in keeping with the Organization’s pace of growth and increasing complexity of the operations. The Company maintains a system of internal controls designed to provide reasonable assurance regarding the following :

Effectiveness and efficiency of operations

Adequacy of safeguards for assets

Prevention and detection of frauds and errors

Accuracy and completeness of the accounting records

Timely preparation of reliable financial information.

Key controls have been tested during the year and corrective and preventive actions are taken for any weakness. Internal Audit System is engaged in evaluation of internal control systems. Internal Audit findings and recommendations are reviewed by the Management and Audit Committee of the Board of Directors.

INDIAN ACCOUNTING STANDARDS (IND AS)

Your Company has adopted Indian Accounting Standards (“IND AS”) pursuant to Ministry of Corporate Affairs Notification dated 16^th February, 2015 notifying the Companies (Indian Accounting Standard) Rules, 2015.

AUDIT OBSERVATIONS AND EXPLANATION OR AUDIT COMMITTEE COMMENTS BY THE BOARD

There were no qualifications, reservations or adverse remarks made either by the Auditors or by the Practicing Company Secretary in their respective Reports. The observations made by the Auditors read with the relevant notes on accounts is self-explanatory.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Company’s subsidiaries (in Form AOC - 1) is annexed to the Financial Statements of the Company.

EXTRACT OF THE ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, is furnished in Form MGT-9 in Annexure A of this Report.

FORMAL ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013, the Board, based on recommendations of the Nomination and Remuneration Committee, has carried out an annual performance evaluation of its own performance and that of its statutory committees viz. Audit Committee, Stakeholder Relationship Committee, Nomination and Remuneration Committee and that of the individual Directors. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the Industry in which the Company operates, business model of the Company and related matters and familiarization programmes attended by Independent Directors are put up on the website of the Company at the link http://www. standardindustries.co/pdf/ FamiliarizationProgrammeforIndependentDirectors.pdf

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year 4 Board Meetings were duly convened and held, the details of which are given in the Corporate Governance Report. The gap between the meetings was within the period prescribed under Section 173 of the Companies Act, 2013 and Regulation 17(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

AUDIT COMMITTEE

The Audit Committee constituted by the Board of Directors of the Company comprises 2 Independent Non-Executive Directors in addition to the Executive Director (Wholetime Director):

Shri K. J. Pardiwalla — Chairman

Shri M. L. Apte — Member

Shri D. H. Parekh — Member

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

Vigil Mechanism/Whistle Blower Policy has been formulated with a view to provide a mechanism for Directors and Employees of the Company to approach the Audit Committee of the Board of Directors of the Company or any member of such Audit Committee. It aims to provide a platform for the Whistle Blower to raise concerns on serious matters regarding ethical values, probity and integrity or any violation of the Company’s Code, including the operations of the Company. The said Code has been displayed on the Company’s website www.standardindustries.co

There have been no cases of frauds reported to the Audit Committee/Board during the financial year under review.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.

There have been no complaints received during the financial year.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Companies Act, 2013, relating to CSR are not applicable to the Company.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises Shri K. J. Pardiwalla, Chairman, Shri M. L. Apte, Shri Shobhan Diwanji and Smt. Divya P Mafatlal Members. The Committee has laid down the Company’s Policy on Directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other related matters.

Pursuant to Section 134(3)(e) and Section 178 of the Companies Act, 2013, the Company’s Policy on Directors appointment & remuneration is attached as Annexure B to this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of Loans, Guarantees and Investments pursuant to the provisions of Section 186 of the Companies Act, 2013, read with Companies (Meetings of Board and its Powers) Rules, 2014, are given in the Notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013, are disclosed in Form No. AOC -2 (Please refer Annexure C to the Directors’ Report). The Company has framed a Policy on Related Party Transactions. The web link where Policy on dealing with Related Party transactions is disclosed is http://standardindustries.co/ pdf/PolicyonRelatedPartyTransactions.pdf

PARTICULARS OF EMPLOYEES

The information as per Section 197 of the Companies Act, 2013 (“the Act”) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report as Annexure D. However, as per the provisions of Section 136 of the Act, the report and accounts are being sent to the Members and others entitled thereto, excluding the information on employees’ remuneration particulars as required under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing AGM. If any Member is interested in obtaining a copy thereof, such Member may write to the Company in this regard.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed M/s. Nishant Jawasa & Associates, to undertake the Secretarial Audit of the Company. Report of the Secretarial Auditor is annexed herewith as Annexure E. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

RISK MANAGEMENT POLICY

During the Financial Year under review, a detailed exercise on Business Risk Management was carried out covering the entire spectrum of business operations and the Board has been informed about the risk assessment and minimization procedures. Business risk evaluation and management is an ongoing process with the Company.

CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate Report on Corporate Governance and a certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance are annexed to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management’s Discussion and Analysis Report for the year under review as stipulated under Regulation 34(2) (e) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed to this Report.

INSURANCE

All the properties/assets including buildings, furniture/ fixtures, etc. and insurable interests of the Company are adequately insured.

AUDITORS

M/s. SHR & Co., Chartered Accountants, Mumbai, the existing Statutory Auditors of the Company have expressed their unwillingness to continue as the Statutory Auditors of the Company from the conclusion of the 121^st Annual General Meeting.

Accordingly, on the recommendation of the Audit Committee, the Board at its Meeting held on 29^th May, 2018 have proposed the appointment of M/s. Arunkumar K. Shah & Co., (Firm Registration No. 126935W) Chartered Accountants, Mumbai, as the Statutory Auditors of the Company for a term of 5 years, i.e. from the conclusion of the 121^st Annual General Meeting until the conclusion of the 126^th Annual General Meeting.

The Company has also received a confirmation from M/s. Arunkumar K. Shah & Co., Chartered Accountants, Mumbai, that they are eligible and not disqualified under Section 141 of the Companies Act, 2013 and the Rules framed thereunder, for being appointed as Auditors of the Company. As required under Regulation 33(1)(d) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

For and on behalf of the Board

Chairman

Mumbai

Dated : 29^th May, 2018.

---

Mar 31, 2016

To

The Members,

Standard Industries Limited.

The Directors hereby present the 119th Annual Report together with the Audited Statements of Accounts for the Financial Year ended 31st March, 2016.

FINANCIAL RESULTS

	Current Year 01.04.2015 to 31.03.2016 (Rs. in lakhs)	Previous Year 01.04.2014 to 31.03.2015 Rs. in lakhs)
Gross Operating Profit before depreciation and tax....................................	(1021.70)	(251.38)
Less: Depreciation.........................................................................................	118.71	148.75
Profit before Taxes .........................................................................................	(1140.41)	(400.13)
Current Tax.....................................................................................................	—	—
Profit after Taxes............................................................................................	(1140.41)	(400.13)
Balance brought forward from previous year...............................................	4090.61	5092.77
Depreciation on account of transitional provision of Schedule II to the Companies Act, 2013....................................................................................	_	(21.32)
Amount available for Appropriation..............................................................	2950.20	4671.32
APPROPRIATIONS : Proposed Dividend on Equity Shares..........................................................	482.47	482.47
Corporate Tax on Dividend...........................................................................	98.24	98.24
Balance of Profit & Loss A/c. carried to Balance Sheet..............................	2,369.49	4,090.61

In view of the absence of profits in the financial year, no amount is proposed to be transferred to the General Reserve.

Your Directors recommend the following dividend for the Financial Year 1st April, 2015 to 31st March, 2016, which, if approved by the Shareholders at the forthcoming Annual General Meeting to be held on 27th June, 2016, will be paid to those Shareholders whose names appear on the Register of Members of the Company on 10th June, 2016.

	Current Year 01.04.2015 to 31.03.2016 (Rs.)	Previous Year 01.04.2014 to 31.03.2015 (Rs.)
Rs. 0.75 per Equity Share of Rs. 5/- each on 6,43,28,941 Equity Shares [Previous year Rs. 0.75 per Equity Share of Rs. 5/- each on 6,43,28,941 Equity Shares]	4,82,46,705.75	4,82,46,705.75
	4,82,46,705.75	4,82,46,705.75

REAL ESTATE DIVISION

The Company had leasehold land of an area of 92 acres and 10 gunthas (approx. 92.25 acres) at Thane-Belapur Road, Navi Mumbai, for a term of 100 years computed from 1.8.1965. The Company has transferred and assigned to LOMA IT Park Developers Private Limited (LOMA), Singapore, an area of 30 acres located within the larger property of approx. 92.25 acres, for the remaining tenure of the lease with MIDC.

The Company is making serious & continued efforts to assign/develop the balance portion of 62.25 acres of the Company''s leasehold land for, inter-alia, establishing a large-scale industry for Information Technology, Software Unit/ IT Park and in this connection proposals are on for negotiations with various parties/facilitators for the assignment/ development so as to monetize the balance 62.25 acres of the Company''s leasehold land at Navi Mumbai.

Delayed revival of the Indian Economy and lack of business confidence has made the year under review challenging for the Real Estate Business coupled with inadequate funding and strict and prolonged regulatory process which leads to delays in obtaining approvals.

The Company owns a piece or parcel of land admeasuring 5413.92 sq. mtrs. or thereabouts being C.S. No. 211 under Parel-Sewree Division. Under the Development Plan, the said property is shown as reserved for recreation ground. Under the D.C. Regulation, in lieu of the reservation for recreation ground, the Company is entitled to either the market value of the land or Transferable Development Rights (TDR) benefits.

TRADING DIVISION

For the Financial Year under review, i.e. April, 2015 to March, 2016, the Company has achieved a Textile Trading turnover of Rs. 612 lakhs in comparison with Rs. 673 lakhs for the previous Financial Year.

The year under review was very lacklustre because of the tight financial situation in the Market. There was lot of competition from decentralized sector. However, the Company is optimistic and plans to increase the sales volume by adding new products in the existing range as well as trying to explore new market segments.

NATURE OF BUSINESS OF THE COMPANY

There has been no change in the nature of business of the Company.

HUMAN RESOURCES

Relations remain cordial with the employees during the year and there was all round co-operation.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company is not engaged in manufacturing activities during the year. Therefore, there is no information to submit in respect of conservation of energy and absorption of technology.

The Company has no foreign exchange earnings and outgoings during the year.

FIXED DEPOSITS

There are no outstanding deposits remaining unpaid as on 31st March, 2016. The Company has not accepted any deposits under Chapter V of the Companies Act, 2013 and rules made there under.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, it is hereby confirmed that :

(a) in the preparation of the annual accounts for the financial year ended 31st March, 2016, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts on a going concern basis; and

(e) the Directors, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DETAILS OF SUBSIDIARIES

1. Standard Salt Works Ltd.

2. Mafatlal Enterprises Limited

The Company has framed a “Policy for determining Material Subsidiaries” for identifying material subsidiaries. The web link where policy for determining ‘Material'' subsidiaries is disclosed is http://standardindustries.co/pdf/ PolicyfordeterminingMaterialSubsidiaries.pdf

DONATIONS

During the Financial Year, the Company has contributed a sum of Rs. 72.54 lakhs to various Charitable and Educational Institutions.

DIRECTORS: A) Directors

Pursuant to Article 158 of the Articles of Association of the Company read with Section 152 of the Companies Act, 2013, Shri K. J. Pardiwalla is due to retire at the ensuing Annual General Meeting and is eligible for reappointment.

B) Declarations by Independent Directors and re-appointment.

Shri R.J. Taraporevala, Shri M.L. Apte, Shri F.M. Pardiwalla and Shri Shobhan Diwanji were appointed as Independent Directors to hold office for a term of five consecutive years from 14th August, 2014.

Declarations have been received from all the Independent Directors affirming that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.

None of the Directors of the Company are disqualified from being appointed as Directors as specified in Section 164 of the Companies Act, 2013.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the Report.

CHANGE IN THE REGISTRAR & SHARE TRANSFER AGENTS

M/s. Sharepro Services (India) Pvt. Ltd., Registrar and Transfer Agent of the Company was handling physical and electronic Share Registry Work. SEBI, vide its Order dated 22nd March, 2016, has advised all Companies who are clients of Sharepro Services (I) Private Limited to switchover their activities related to a Registrar to an issue and share transfer agent to another Registrar to an issue and share transfer agent registered with SEBI. Pursuant to the SEBI order and on recommendations of the Stakeholders Relationship Committee, the Board of Directors of the Company has appointed M/s. Karvy Computershare Pvt. Ltd. (Karvy), having its Corporate Office at Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad, Telangana - 500 032, as the Company''s new Registrar & Share Transfer Agent with effect from 16th May, 2016 which has been informed to BSE Limited and the National Stock Exchange of India Limited, stock exchanges where equity shares of the Company are listed. The Company has also issued a Press Release to that effect.

SIGNIFICANT AND MATERIAL ORDERS

There have been no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations in future.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS.

M/s. S.U. Kapasi & Co., Chartered Accountants, are the Internal Auditors of the Company and their remuneration is approved by the Audit Committee. The Company has proper and adequate system of internal control to ensure that all assets are safeguarded and protected against loss from unauthorized use on disposition and transactions are authorized, recorded and reported correctly.

Internal control systems are supplemented by Internal Audit Reviews, coupled with guidelines and procedures updated from time to time by the Management.

Internal control systems are established to ensure that the financial and other records are reliable for preparing financial statements.

Internal Audit System is engaged in evaluation of internal control systems. Internal audit findings and recommendations are reviewed by the Management and Audit Committee of the Board of Directors.

M/s Deloitte Haskins & Sells LLP Statutory Auditors, have been appointed to certify the adequacy and effectiveness of Internal Financial Control over financial reporting for the Financial Year 2015-16.

AUDITORS QUALIFICATIONS

There were no qualifications, reservations or adverse remarks made either by the Auditors or by the Practicing Company Secretary in their respective reports.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT

A separate statement containing the salient features of the financial statement of its subsidiaries in the prescribed form (AOC-1) is annexed to the financial statements of the Company.

EXTRACT OF THE ANNUAL RETURN

The extract of Annual Return pursuant to the provisions of Section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, is furnished in Form MGT-9 in Annexure A of this Report.

FORMAL ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013, the Board, based on recommendations of the Nomination and Remuneration Committee, has carried out an annual performance evaluation of its own performance and that of its statutory committees viz. Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee and that of the individual Directors. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the Industry in which the Company operates, business model of the Company and related matters and familiarization programmes attended by Independent Directors are put up on the website of the Company at the link http://www.standardindustries.co/pdf/ FamiliarizationProgrammeforIndependentDirectors.pdf

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year 5 Board Meetings were duly convened and held, the details of which are given in the Corporate Governance Report. The gap between the meetings was within the period prescribed under Section 173 of the Companies Act, 2013 and Regulation 17(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

AUDIT COMMITTEE

The Audit Committee constituted by the Board of Directors of the Company comprises 3 Independent Non-Executive Directors :

Shri F. M. Pardiwalla — Chairman

Shri R. J. Taraporevala — Member

Shri M. L. Apte — Member

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

Vigil Mechanism/Whistle Blower Policy has been formulated with a view to provide a mechanism for Directors and Employees of the Company to approach the Audit Committee of the Board of Directors of the Company or any member of such Audit Committee. It aims to provide a platform for the Whistle Blower to raise concerns on serious matters regarding ethical values, probity and integrity or any violation of the Company''s Code, including the operations of the Company. The said Code has been displayed on the Company''s website www.standardindustries.co

There have been no cases of frauds reported to the Audit Committee/Board during the year under review.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women in the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

There have been no complaints received during the year.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises Shri R.J. Taraporevala, Chairman, Shri M.L. Apte, Shri F.M. Pardiwalla, Shri K.J. Pardiwalla and Shri Shobhan Diwanji, Members. The Committee has laid down the Company''s Policy on Directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other related matters.

Pursuant to Section 134(3)(e) and Section 178 of the Companies Act, 2013, the Company''s Policy on Directors appointment & remuneration is attached as Annexure B to this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013, are given in the Notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013, is disclosed in Form No. AOC-2 (Please refer Annexure C to the Directors'' Report). The Company has framed a Policy on Related Party Transactions. The web link where Policy on dealing with Related Party transactions is disclosed is http://standardindustries.co/ pdf/PolicyonRelatedPartyTransactions.pdf

DISCLOSURE UNDER SECTION 197(12) AND RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The requisite details relating to ratio of remuneration, percentage increase in remuneration etc. as stipulated under the above Rules are annexed as Annexure D to this report.

PARTICULARS OF EMPLOYEES

The Company has no employees in respect of whom the information as per Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, is required to be given.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed M/s. Nishant Jawasa & Associates, to undertake the secretarial audit of the Company. Report of the Secretarial Auditor is annexed herewith as Annexure E.

RISK MANAGEMENT POLICY

The Company has dissolved the Risk Management Committee as it has been non-functional pursuant to Regulation 21(5) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as the provisions of Risk Management Committee apply only to top 100 listed entities determined on the basis of market capitalization as at the end of the immediate previous financial year.

During the Financial Year under review, a detailed exercise on Business Risk Management was carried out covering the entire spectrum of business operations and the Board has been informed about the risk assessment and minimization procedures. Business risk evaluation and management is an ongoing process with the Company.

CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) read with Schedule V E of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate Report on Corporate Governance and a certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance are annexed.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Management Discussion and Analysis Report is annexed to this Report.

INSURANCE

All the properties/assets including buildings, furniture’s/ fixtures, etc. and insurable interests of the Company are adequately insured.

AUDITORS

It is proposed to appoint M/s Deloitte Haskins & Sells LLP, the existing statutory auditors of the Company for the current year.

In terms of Section 139 of the Companies Act, 2013 the members are requested to appoint Auditors for the current year. The Auditors have confirmed their eligibility under Section 141 of the Act & the Rules framed there under for reappointment as Auditors of the Company. As required under Regulation 33(1)(d) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

For and on behalf of the Board

PRADEEP R. MAFATLAL

Chairman

Mumbai

Dated : 27th April, 2016.

---

Mar 31, 2015

The Directors hereby present the 118th Annual Report together with the Audited Statements of Accounts for the Financial Year ended 31st March, 2015.

FINANCIAL RESULTS

Current Year Previous Year 01.04.2014 to 01.04.2013 to 31.03.2015 31.03.2014 (in lakhs) (in lakhs)

Gross Operating Profit before depreciation and tax (251.38) (1048.65)

Less: Depreciation 148.75 94.88

Profit before Taxes (400.13) (1143.53)

Current Tax - -

Profit after Taxes (400.13) (1143.53)

Balance brought forward from previous year 5092.77 6800.77

Depreciation on account of transitional provision of Schedule II to the Companies Act, 2013 (21.32) -

Amount available for Appropriation 4671.32 5657.24

APPROPRIATIONS :

Proposed Dividend on Equity Shares 482.47 482.47

Corporate Tax on Dividend 98.24 82.00

Balance of Profit & Loss A/c. carried to Balance Sheet 4090.61 5092.77

In view of the absence of Profits in the financial year, no amount is proposed to be transferred to the General Reserve.

Your Directors recommend the following dividend for the Financial Year 1st April, 2014 to 31st March, 2015, which, if approved by the Shareholders at the forthcoming Annual General Meeting to be held on 29th September, 2015, will be paid to those Shareholders whose names appear on the Register of Members of the Company on 14th September, 2015.

Current Year Previous Year 01.04.2014 to 01.04.2013 to 31.03.2015 31.03.2014

0.75 per Equity Share of Rs. 5/- each on 6,43,28,941 Equity Shares [Previous year Rs. 0.75 per Equity Share of Rs. 5/- each on 6,43,28,941 Equity Shares] 4,82,46,705.75 4,82,46,705.75

4,82,46,705.75 4,82,46,705.75

REAL ESTATE DIVISION

The Company had leasehold land of an area of 92 acres and 10 gunthas (approx. 92.25 acres) at Thane-Belapur Road, Navi Mumbai, for a term of 100 years computed from 1.8.1965. The Company had transferred and assigned to LOMA IT Park Developers Private Limited (LOMA), Singapore, an area of 30 acres located within the larger property of approx. 92.25 acres, for the remaining tenure of the lease with MIDC. Efforts are on to assign/develop the balance portion of 62.25 acres of the Company's leasehold land for, inter- alia, establishing a large-scale industry for Information Technology, Software Unit/IT Park and in this connection proposals are on for negotiations with various parties/ facilitators for the assignment/development so as to monetize the balance 62.25 acres of the Company's lease hold land at Navi Mumbai.

With tight liquidity and credit available for Indian Corporates/individuals, the Real Estate Sector continues to face a challenging environment.

The Company owns a piece or parcel of land admeasuring 5413.92 sq. mtrs. or thereabouts being C.S. No. 211 under Parel-Sewree Division. Under the Development Plan, the said property is shown as reserved for recreation ground. Under the D.C. Regulation, in lieu of the reservation for recreation ground, the Company is entitled to either the market value of the land or Transferable Development Rights (TDR) benefits.

TRADING DIVISION

For the Financial Year under review, i.e. April, 2014 to March, 2015, the Company has achieved a Textile Trading turnover of Rs. 673 lakhs in comparison with Rs. 847 lakhs for the previous Financial Year.

The Company is planning this year also to add few more products such as Cotton Sarees/Punjabi Suits (ready- to-stitch) etc. in addition to new range of Bed Sheets/ Towels/Bath Mats, etc.

NATURE OF BUSINESS OF THE COMPANY

There has been no change in the nature of business of the Company.

HUMAN RESOURCES

Relations remain cordial with the employees during the year and there was all round co-operation.

PARTICULARS OF EMPLOYEES

The Company has no employees in respect of whom the information as per Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, is required to be given.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company is not engaged in manufacturing activities during the year. Therefore, there is no information to submit in respect of conservation of energy and absorption of technology.

The Company has no foreign exchange earnings and outgoings during the year.

FIXED DEPOSITS

There are no outstanding deposits remaining unpaid as on 31st March, 2015. The Company has not accepted any deposits under Chapter V of the Companies Act, 2013 and rules made thereunder.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that :

(a) in the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit and loss of the Company for that period;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts on a going concern basis; and

(e) the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively.

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DETAILS OF SUBSIDIARIES

1. Standard Salt Works Ltd.

2. Mafatlal Enterprises Limited

3. Stan Plaza Limited, a 100% subsidiary of the Company, ceased to be a subsidiary a with effect from 13th March, 2015 vide a Share Purchase Agreement executed between the Company, Stan Plaza Limited (one of its erstwhile wholly owned and non-material subsidiary companies) and Stanrose Mafatlal Investments And Finance Limited (Promoter of the Company). The Company has sold its entire equity shareholding in Stan Plaza Limited to Stanrose Mafatlal Investments And Finance Limited, on arm's length basis.

The Company has framed a "Policy for determining Material Subsidiaries" for identifying material subsidiaries. The Policy is available on the website of the Company, viz. www.standardindustries.co.

DONATIONS

During the Financial Year, the Company has contributed a sum of Rs. 19.77 lakhs to various Charitable and Educational Institutions.

DIRECTORS:

A) Directors and Key Managerial Personnel

During the year the Board of Directors appointed the following Key Managerial Personnel, to inter- alia, shoulder the responsibilities in their respective fields as envisaged under the provisions of the Companies Act, 2013:

1. Shri D. H. Parekh, Executive Director

2. Smt. T. B. Panthaki, Vice President (Legal) & Company Secretary

3. Shri J. R. Shah, Chief Financial Officer

Pursuant to Article 158 of the Articles of Association of the Company read with Section 152 of the Companies Act, 2013, Smt. Divya P. Mafatlal is due to retire at the ensuing Annual General Meeting and is eligible for reappointment.

B) Declarations by Independent Directors and re- appointment

Shri R. J. Taraporevala, Shri M. L. Apte, Shri F. M. Pardiwalla and Shri Shobhan Diwanji were appointed as Independent Directors to hold Office for a term of five consecutive years from 14th August, 2014.

Declarations have been received from all the Independent Directors affirming that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

None of the Directors of the Company are disqualified from being appointed as Directors as specified in Section 164 of the Companies Act, 2013.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the Report.

SIGNIFICANT AND MATERIAL ORDERS

There have been no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations in future.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

M/s. S. U. Kapasi & Co., Chartered Accountants, are the Internal Auditors of the Company and their remuneration is approved by the Audit Committee. The Company has proper and adequate system of internal control to ensure that all assets are safeguarded and protected against loss from unauthorized use on disposition and transactions are authorized, recorded and reported correctly. Internal control systems are supplemented by Internal Audit Reviews, coupled with guidelines and procedures updated from time to time by the Management. Internal control systems are established to ensure that the financial and other records are reliable for preparing financial statements.

Internal Audit System is engaged in evaluation of internal control systems. Internal audit findings and recommendations are reviewed by the Management and Audit Committee of the Board of Directors.

AUDITORS QUALIFICATIONS

There were no qualifications, reservations or adverse remarks made either by the Auditors or by the Practicing Company Secretary in their respective reports.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT

A separate statement containing the salient features of the financial statement of its subsidiaries in the prescribed form (AOC -1) is annexed to the financial statements of the Company.

EXTRACT OF THE ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, is furnished in Form MGT-9 in Annexure A of this Report.

FORMAL ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board, based on recommendations of the Nomination and Remuneration Committee, has carried out an annual performance evaluation of its own performance and that of its statutory committees viz. Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee and that of the individual Directors. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the Industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link http://www.standardindustries.co/ FamiliarizationProgrammeforIndependentDirectors.aspx

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year 4 Board Meetings were duly convened and held, the details of which are given in the Corporate Governance Report. The gap between the meetings was within the period prescribed under Section 173 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

AUDIT COMMITTEE

The Audit Committee constituted by the Board of Directors of the Company comprises 3 Independent Non-Executive Directors :

Shri F. M. Pardiwalla - Chairman

Shri R. J. Taraporevala - Member

Shri M. L. Apte - Member

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

Vigil Mechanism/Whistle Blower Policy has been formulated with a view to provide a mechanism for Directors and Employees of the Company to approach the Audit Committee of the Board of Directors of the Company or any member of such Audit Committee. It aims to provide a platform for the Whistle Blower to raise concerns on serious matters regarding ethical values, probity and integrity or any violation of the Company's Code, including the operations of the Company. The said Code has been displayed on the Company's website www.standardindustries.co

There have been no cases of frauds reported to the Audit Committee/Board during the year under review.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women in the Workplace (Prevention, Prohibition & Redressal) Act, 2013. There have been no complaints received during the year.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises Shri R. J. Taraporevala, Chairman, Shri M. L. Apte, Shri F. M. Pardiwalla, Shri K. J. Pardiwalla and Shri Shobhan Diwanji, Members. The Committee has laid down the Company's Policy on Directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other related matters. Pursuant to Section 134(3)(e), Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company's Policy on Directors appointment & remuneration is attached as Annexure B to this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013, are given in the Notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013, is disclosed in Form No. AOC-2 (Please refer Annexure C to the Directors' Report). The Company has framed a Policy on Related Party Transactions. The same is available on the website of the Company, viz. www.standardindustries.co

DISCLOSURE UNDER SECTION 197(12) AND RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The requisite details relating to ratio of remuneration, percentage increase in remuneration etc. as stipulated under the above Rules are annexed as Annexure D to this Report.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed M/s. Ratan Kapadia & Associates, to undertake the secretarial audit of the Company. Report of the Secretarial Auditor is annexed herewith as Annexure E.

RISK MANAGEMENT POLICY

During the year, your Directors have constituted a Risk Management Committee. The main responsibility of the Committee is to recognize the core principles/policy for managing risks that the Organisation faces such as liquidity, regulatory, property market transparency, macroeconomic, competition and demand risks and adopting measures to ensure that there is an adequate risk management infrastructure in place capable of addressing those risks.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges a separate Report on Corporate Governance and a certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance are annexed.

MANAGEMENT DISCUSSIONS AND ANALYSIS

Pursuant to Clause 49 of the Listing Agreement a Management Discussion and Analysis Report is annexed to this Report.

INSURANCE

All the properties/assets including buildings, furniture's/ fixtures, etc. and insurable interests of the Company are adequately insured.

AUDITORS

It is proposed to appoint M/s. Deloitte Haskins & Sells LLP, the existing statutory auditors of the Company for the current year.

In terms of Section 139 of the Companies Act, 2013 the members are requested to appoint Auditors for the current year. The Auditors have confirmed their eligibility under Section 141 of the Act & the Rules framed thereunder for reappointment as Auditors of the Company. As required under Clause 49 of the Listing Agreement, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

For and on behalf of the Board

PRADEEP R. MAFATLAL

chairman Mumbai

Dated : 29th May, 2015.

---

Mar 31, 2014

The Members,

Standard Industries Limited.

The Directors hereby present the 117th Annual Report together with the Audited Statements of Accounts for the Financial Year ended 31st March, 2014.

FINANCIAL RESULTS

Current Year Previous Year 01.04.2013 to 01.04.2012 to 31.03.2014 31.03.2013 (in lakhs) (in lakhs)

Gross Operating profit before depreciation and tax (1048.65) (516.03) Less: Depreciation 94.88 94.41 profit before Taxes (1,143.53) (610.44) Excess provision for taxes in respect of earlier years - 96.76 profitafter Taxes (1,143.53) (513.68) Balance brought forward from previous year 6,800.77 7,878.92 Amount available for Appropriation 5,657.24 7,365.24 APPROPRIATIONS: Proposed Dividend on Equity Shares 482.47 482.47 Corporate Tax on Dividend 82.00 82.00 Balance of profit & Loss A/c. carried to Balance Sheet 5,092.77 6,800.77

Your Directors recommend the following dividend for the Financial Year 1st April, 2013 to 31st March, 2014, which, if approved by the Shareholders at the forthcoming Annual General Meeting to be held on 14th August, 2014, will be paid to those Shareholders whose names appear on the Register of Members of the Company on 30th July, 2014.

Current Year Previous Year 01.04.2013 to 01.04.2012 to 31.03.2014 31.03.2013

RS RS Rs. 0.75 per Equity Share of Rs. 5/- each on 6,43,28,941 Equity Shares [Previous year Rs. 0.75 per Equity Share of Rs. 5/- each on 6,43,28,941 Equity Shares] 4,82,46,705.75 4,82,46,705.75 4,82,46,705.75 4,82,46,705.75

REAL ESTATE DIVISION

The Company has leasehold land of an area of 92 acres and 10 gunthas (approx. 92.25 acres) at Thane-Belapur Road, Navi Mumbai, for a term of 100 years computed from 1.8.1965. The Company had transferred and assigned to LOMA IT Park Developers Private Limited (LOMA), Singapore, an area of 30 acres located within the larger property of approx. 92.25 acres, for the remaining tenure of the lease with MIDC.

Efforts are on to assign/develop the balance portion of 62.25 acres of the Company''s leasehold land for, inter- alia, establishing a large-scale Industry for Information Technology, Software Unit/IT Park and in this connection proposals are on for negotiations with various parties/ facilitators for the assignment/development so as to monetize the balance 62.25 acres of the Company''s leasehold land at Navi Mumbai. Refecting the trends of the overall economy, the year was not favourable for the growth of real estate sector. Delayed policy measures, slow-down in industrial production, persistently high interest rates and liquidity concerns have adversely impacted the investment climate in India.

The Company owns a piece or parcel of land admeasuring 5413.92 sq. mtrs. or thereabouts being C.S. No.211 under Parel-Sewree Division. Under the Development Plan, the said property is shown as reserved for recreation ground. Under the D.C. Regulation, in lieu of the reservation for recreation ground, the Company is entitled to either the market value of the land or Transferable Development Rights (TDR) benefits.

On 26th March, 2012, the Company had entered into a Memorandum of Understanding (MOU) with Stan Plaza Limited (SPL), a wholly owned subsidiary, whereby the Company agreed to transfer 16,825 sq. ft. of TDR relating to 27% of the plot area, as aforesaid, to SPL for a consideration of Rs. 403.80 lakhs as per valuation done by expert Valuers.

The validity of the said MOU dated 26th March, 2012, has been mutually extended from time to time. The Company has not been in a position to obtain the TDR and has conveyed its inability to obtain the Development Right Certifcate (DRC) to the extent of 16,825 sq. ft. duly endorsed by the Municipal Corporation or other concerned authorities in favour of themselves or by endorsement on the original DRC in favour of SPL. The Company has therefore expressed its desire to cancel the said MOU dated 26th March, 2012. Accordingly, a Deed of Cancellation has been entered into with SPL on 18th March, 2014, cancelling the arrangement contained in the MOU dated 26th March, 2012. The Company has repaid to SPL the sum of Rs.10,00,000/- received as earnest money under the aforesaid MOU.

TRADING DIVISION

For the Financial Year under review, i.e. April, 2013 to March, 2014, the Company has achieved a Textile Trading turnover of Rs. 847 lakhs in comparison with Rs. 732 lakhs for the previous Financial Year. Thus, the Company has achieved a growth of approx. 16% over the last Financial Year. This is mainly attributed to additional sales to garment industries and also addition of new products such as Ready-to-Stitch packaging in different product category such as Suiting/Shirting/Combo Pack etc.

The Company is planning this year also to add few more products such as Cotton Sarees/ Punjabi Suits (ready to stitch) etc. in addition to new range of Bed Sheets/ Towels/Bath Mats, etc.

HUMAN RESOURCES

Relations remain cordial with the employees during the year and there was all round co-operation.

PARTICULARS OF EMPLOYEES

The Company has no employees in respect of whom the information as per Section 217(2A) of the Companies Act, 1956, is required to be given.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company is not engaged in manufacturing activities during the year. Therefore, there is no information to submit in respect of conservation of energy and absorption of technology.

The Company has no foreign exchange earnings and outgoings during the year.

FIXED DEPOSITS

There are no outstanding deposits remaining unpaid as on 31st March, 2014. The Company, as of now, does not accept fresh deposits.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed :

1. That in the preparation of the accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the said year;

3. That the Directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the Directors have prepared the accounts for the Financial Year ended 31st March, 2014, on a ''going concern'' basis.

SUBSIDIARIES

The Ministry of Corporate Affairs vide its general Circular No.2/2011 dated 8th February, 2011, have granted permission to holding companies not to attach accounts of its subsidiary companies, with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered office of the Company and that of the respective subsidiary companies. A statement containing brief financial details of the Company''s subsidiaries for the financial year ended 31st March, 2014, is included in the Annual Report.

DONATIONS

During the Financial Year, the Company has contributed a sum of Rs. 16.52 lakhs to various Charitable and Educational Institutions.

DIRECTORATE

The Board of Directors report with deep regret the sad demise of Shri V.C. Vaidya, Director of the Company, on 26th May, 2013. He had wide experience in legal, insurance and investment felds. He was associated with the Company as a Director for 33 years during which period the Company has immensely benefitted through his guidance.

The Chairman and the Board of Directors record their profound sorrow and grief on the sad demise of Shri V.C. Vaidya.

Shri Shobhan Diwanji has been appointed on 30th October, 2013 as a Director to fll the casual vacancy caused by the sad demise of Shri V.C. Vaidya.

Pursuant to Section 149 and other applicable provisions of the Companies Act, 2013, your Directors are seeking appointment of Shri Russi Jal Taraporevala, Shri M.L. Apte, Shri F.M. Pardiwalla and Shri Shobhan Diwanji, as Independent Directors for 5 consecutive years from the conclusion of this Annual General Meeting. Details of the proposal for appointment of Shri Russi Jal Taraporevala, Shri M.L. Apte, Shri F.M. Pardiwalla and Shri Shobhan Diwanji, are mentioned in the Explanatory Statement attached to the Notice of the 117th Annual General Meeting.

Pursuant to Article 158 of the Articles of Association of the Company read with Section 152 of the Companies Act, 2013, Shri Pradeep R. Mafatlal is due to retire at the ensuing Annual General Meeting and is eligible for reappointment.

The appointment of Shri D.H. Parekh as an Executive Director which was for a period of 3 years from 2nd August, 2011 will expire on 1st August, 2014. Your Directors are seeking re-appointment of Shri D.H. Parekh as Executive Director with effect from 2nd August, 2014 for a period of 3 years subject to approval of the shareholders. The terms and conditions of his re-appointment are mentioned in the Explanatory Statement under Section 102(1) of the Companies Act, 2013.

None of the Directors of the Company are disqualified from being appointed as Directors as specified in Section 164 of the Companies Act, 2013.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreements with Stock Exchanges a separate Report on Corporate Governance and a certifcate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance are annexed to the Directors'' Report.

INSURANCE

All the properties/assets including buildings, furnitures/ fixtures, etc. and insurable interests of the Company are adequately insured.

AUDITORS

In terms of Section 139 of the Companies Act, 2013 the members are requested to appoint Auditors for the current year.

For and on behalf of the Board

PRADEEP R. MAFATLAL chairman Mumbai Dated : 13th May, 2014.

---

Mar 31, 2013

To The Members of Standard Industries Limited.

The Directors hereby present the 116th Annual Report together with the Audited Statements of Accounts for the Financial Year ended 31st March, 2013.

FINANCIAL RESULTS

Current Year Previous Year 01.04.2012 to 01.04.2011 to 31.03.2013 31.03.2012 (Rs. in lakhs) (Rs. in lakhs)

Gross Operating Proft before depreciation and tax (516.03) 53.08

Less: Depreciation 94.41 88.85

Proft before Taxes (610.44) (35.77)

Excess provision for taxes in respect of earlier years 96.76 25.71

Proft after Taxes (513.68) (10.06)

Balance brought forward from previous year 7,878.92 8,449.72

Amount available for Appropriation 7,365.24 8,439.66

APPROPRIATIONS:

Proposed Dividend on Equity Shares 482.47 482.47

Corporate Tax on Dividend 82.00 78.27

Balance of Proft & Loss A/c. carried to Balance Sheet 6,800.77 7,878.92

Your Directors recommend the following dividend for the Financial Year 1st April, 2012 to 31st March, 2013, which, if approved by the Shareholders at the forthcoming Annual General Meeting to be held on 14th August, 2013, will be paid to those Shareholders whose names appear on the Register of Members of the Company on 30th July, 2013.

Current Year Previous Year 01.04.2012 to 01.04.2011 to 31.03.2013 31.03.2012

0.75 per Equity Share of Rs. 5/- each on 6,43,28,941 Equity Shares [Previous year Rs. 0.75 per Equity Share of Rs. 5/- each on 6,43,28,941 Equity Shares] 4,82,46,705.75 4,82,46,705.75

4,82,46,705.75 4,82,46,705.75

REAL ESTATE DIVISION

The Company has leasehold land of an area of 92 acres and 10 gunthas (approx. 92.25 acres) at Plot No. 4 in Trans-Thane Creek Industrial Area in the villages of Ghansoli and Savali, Taluka Thane, District Thane, for a term of 100 years computed from 1.8.1965. Vide Agreement dated 24.4.2008 the Company had transferred and assigned to LOMA IT Park Developers Private Limited (LOMA), a Project Company of CapitaLand Commercial Limited, Singapore, all its right, title and interest, in respect of an area of 30 acres located within the larger property of 92 acres and 10 gunthas of land, for the remaining tenure of the lease with MIDC.

The Company had entered into a Term Sheet dated 17th June, 2011 with Peninsula Mega City Development Pvt. Ltd. for development of leasehold land admeasuring 62.25 acres at Plot No. 4, situated at Trans-Thane Creek Industrial Area in the villages of Ghansoli and Savali, Taluka Thane, District Thane. The Board of Directors of the Company had reviewed the progress of the said Understanding with Peninsula Mega City Development Pvt. Ltd. on account of delay in reaching the fnal Agreement for development. The Company and Peninsula Mega City Development Pvt. Ltd. decided to terminate the aforesaid Term Sheet with effect from 19th October, 2012. In pursuance thereto, the Company refunded without interest, a sum of Rs. 1100.00 lakhs received from Peninsula Mega City Development Pvt. Ltd. as advance at the time of execution of the said Term Sheet.

Efforts are on to develop/re-develop the balance portion of 62.25 acres of the Company''s leasehold land for, inter alia, establishing a large scale Industry for Information Technology Software Unit/IT Park and in this connection proposals are on for negotiations with various Parties/ Facilitators for the development/redevelopment/sale/ sub-lease so as to monetize the balance 62.25 acres of the Company''s leasehold land at Plot No. 4, situated at Trans-Thane Creek Industrial Area in the villages of Ghansoli and Savali, Taluka Thane, District Thane.

Amidst a slow down in economic growth, the Real Estate Sector continues to face a challenging environment.

The Company owns a piece or parcel of land admeasuring 5413.92 sq. mtrs. or thereabouts being C.S. No. 211 under Parel-Sewree Division. Under the Development Plan, the said property is shown as reserved for recreation ground. Under the D.C. Regulation, in lieu of the reservation for recreation ground, the Company is entitled to either the market value of the land or Transferable Development Rights (TDR) benefts.

During the previous year, the Company entered into a Memorandum of Understanding (MOU) dated 26th March, 2012 with Stan Plaza Limited (SPL), a wholly owned subsidiary, whereby the Company agreed to transfer the 16,825 Sq. ft. of TDR relating to 27% of the plot area, as aforesaid, to SPL for a consideration of Rs. 403.80 lakhs as per valuation done by expert valuers. As per the terms of the MOU, the Company, within three months of the date of the MOU, is required to obtain the Development Rights Certifcate (DRC), the title document for the TDR, from the Authorities and endorse the same in the name of SPL, failing which the MOU will stand cancelled. The Company is in the process of obtaining the DRC and has during the year, further extended the MOU upto 30th November, 2013. The Company is making all out efforts to obtain DRC and title document for TDR during the period of the MOU.

TRADING DIVISION

For the Financial Year under review, i.e. April, 2012 to March, 2013, the Company has achieved a Textile Trading turnover of Rs. 732.06 lakhs in comparison with Rs. 683 lakhs for the previous Financial Year.

The Textile Market was adversely affected due to the Excise Duty structure for the Garment Industry in the financial year under review. However, in the last budget this duty has been waived and we expect a pick-up in this segment. The Company has started Ready-to- Stitch packaging in different product category such as Suiting/Shirting/Combo Pack etc. and there is a general optimism in the market. Our existing product range is well accepted in the market and there is a regular Turnover for the same.

HUMAN RESOURCES

Relations remain cordial with the employees during the year and there was all round co-operation.

PARTICULARS OF EMPLOYEES

The Company has no employees in respect of whom the information as per Section 217(2A) of the Companies Act, 1956, is required to be given.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company is not engaged in manufacturing activities during the year. Therefore, there is no information to submit in respect of conservation of energy and absorption of technology.

The Company has no foreign exchange earnings and outgoings during the year.

FIXED DEPOSITS

There are no outstanding deposits remaining unpaid as on 31st March, 2013. The Company, as of now, does not accept fresh deposits.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confrmed :

1. That in the preparation of the accounts for the fnancial year ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the fnancial year and of the proft or loss of the Company for the said year;

3. That the Directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the Directors have prepared the accounts for the Financial Year ended 31st March, 2013, on a ‘going concern'' basis.

SUBSIDIARIES

The Ministry of Corporate Affairs vide its general Circular No. 2/2011 dated 8th February, 2011, have granted

permission to holding companies not to attach accounts of its subsidiary companies, with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Offce of the Company and that of the respective subsidiary companies. A statement containing brief fnancial details of the Company''s subsidiaries for the fnancial year ended 31st March, 2013, is included in the Annual Report.

DONATIONS

During the Financial Year, the Company has contributed a sum of Rs. 23.84 lakhs to various Charitable and Educational Institutions.

DIRECTORATE

Pursuant to Article 158 of the Articles of Association of the Company read with Section 256 of the Companies Act, 1956, Shri M. L. Apte and Shri F. M. Pardiwalla, are due to retire at the ensuing Annual General Meeting and are eligible for reappointment.

None of the Directors of the Company are disqualifed from being appointed as Directors as specifed in Section 274 of the Companies Act, 1956.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreements with Stock Exchanges a separate Report on Corporate Governance and a certifcate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance are annexed to the Directors'' Report.

INSURANCE

All the properties/assets including buildings, furnitures/ fxtures, etc. and insurable interests of the Company are adequately insured.

AUDITORS

In terms of Section 224 of the Companies Act, 1956, the members are requested to appoint Auditors for the current year.

For and on behalf of the Board

PRADEEP R. MAFATLAL

chairman Mumbai

Dated : 21st May, 2013.

---

Mar 31, 2012

To The Members of Standard Industries Limited.

The Directors hereby present the 115th Annual Report together with the Audited Statements of Accounts for the Financial Year ended 31st March, 2012.

FINANCIAL RESULTS

Current Year Previous Year 01.04.2011 to 01.04.2010 to 31.03.2012 31.03.2011 (Rs. in lakhs) (Rs. in lakhs)

Gross Operating Profit before depreciation and tax 53.08 (162.62)

Add: Amount withdrawn from Revaluation Reserve — 5.58

53.08 (157.04)

Less: Depreciation 88.85 138.87

Profit before Taxes (35.77) (295.91)

Excess provision for taxes in respect of earlier years 25.71 18.87

Profit after Taxes (10.06) (277.04)

Balance brought forward from previous year 8,449.72 9,287.50

Amount available for Appropriation 8,439.66 9,010.46

APPROPRIATIONS:

Proposed Dividend on Equity Shares 482.47 482.47

Corporate Tax on Dividend 78.27 78.27

Transfer to General Reserve — —

Balance of Profit & Loss A/c. carried to Balance Sheet 7,878.92 8,449.72

Your Directors recommend the following dividend for the Financial Year 1st April, 2011 to 31st March, 2012, which, if approved by the Shareholders at the forthcoming Annual General Meeting to be held on 14th August, 2012, will be paid to those Shareholders whose names appear on the Register of Members of the Company on 30th July, 2012.

Current Year Previous Year 01.04.2011 to 01.04.2010 to 31.03.2012 31.03.2011 Rs. Rs.

Rs.0.75 per Equity Share of Rs.5/- each on 6,43,28,941

Equity Shares[Previous year Rs.0.75 per Equity Share of Rs.5/- each on 6,43,28,941

Equity Shares] 4,82,46,705.75 4,82,46,705.75

4,82,46,705.75 4,82,46,705.75

REAL ESTATE DIVISION

The Company has leasehold land of an area of 92 acres and 10gunthas (approx. 92.25 acres) at Plot No.4 in Trans- Thane Creek Industrial Area in the villages of Ghansoli and Savali, Taluka Thana, District Thana, for a term of 100 years computed from 1.8.1965. Vide Agreement dated 24.4.2008 the Company had transferred and assigned to LOMA IT Park Developers Private Limited (LOMA), a Project Company of CapitaLand Commercial Limited, Singapore, all its right, title and interest, in respect of an area of 30 acres located within the larger property of 92 acres and 10 gunthas of land, for the remaining tenure of the lease with MIDC.

The Company has entered into a Term Sheet dated 17th June, 2011, with Peninsula Mega City Development Private Limited for development of balance portion of approximately 62.25 acres of land. The company will receive an aggregate sum of Rs. 130 Crores spread over a period of five years and 20% of constructed IT. space/ area in the development.

The year under review still remains extremely challenging for the real estate business.

The Company owns a piece or parcel of land admeasuring 5413.92 sq. mtrs. or thereabouts being C.S. No. 211 under Parel-Sewree Division. Under the Development Plan, the said property is shown as reserved for recreation ground. Under the D.C. Regulation, in lieu of the reservation for recreation ground, the Company is entitled to either the market value of the land or Transferable Development Rights (TDR) benefits.

The Company has entered into a Memorandum of Understanding (MOU) dated 26th March, 2012, with Stan Plaza Limited (SPL), a wholly-owned subsidiary, whereby the Company has agreed to transfer 16,825 sq. metres of TDR relating to 27% of the plot area to SPL for a consideration of Rs. 403.80 lakhs. As per the terms of the MOU, the Company, within three months of the date of the MOU, is required to obtain Development Rights Certificate (DRC), the title document for the TDR, from the Authorities and endorse the same in the name of SPL, failing which the MOU will stand cancelled.

TRADING DIVISION

For the Financial Year under review, i.e. April, 2011 to March, 2012, the Company has achieved a Textile Trading turnover of Rs. 683 lakhs in comparison with Rs. 729 lakhs for the previous Financial Year.

Due to global economic slow down the textile market is sluggish and the sale of textile fabrics have been adversely affected. The cotton raw material prices have crashed and hence fabric prices have dropped by 15% to 20%. It has adversely affected the sales and profit margins. The Company is concentrating on regular product range such as suiting, shirting, 2x2 rubia, dhoti, etc. The Company is also in the process of adding new products in the home textiles. Needless to mention that quality standards are being maintained at all times to the highest level.

HUMAN RESOURCES

Relations remain cordial with the employees during the year and there was all round co-operation.

PARTICULARS OF EMPLOYEES

The Company has no employees in respect of whom the information as per Section 217(2A) of the Companies Act, 1956, is required to be given.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company is not engaged in manufacturing activities during the year. Therefore, there is no information to submit in respect of conservation of energy and absorption of technology.

The Company has no foreign exchange earnings and outgoings during the year.

FIXED DEPOSITS

There are no outstanding deposits remaining unpaid as on 31st March, 2012. The Company, as of now, does not accept fresh deposits.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed :

1. That in the preparation of the accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the said year;

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

4. That the Directors have prepared the accounts for the Financial Year ended 31st March, 2012, on a 'going concern' basis.

AUDITOR'S REPORT

The observations of the Auditors referred to in the Auditor's Report are appropriately dealt with in Note No. 25(q) forming part of the Financial Statements. Hence, it does not call for further explanation except as under:

The Company will approach the Statutory Authorities for obtaining the Development Rights Certificate (DRC).

SUBSIDIARIES

The Ministry of Corporate Affairs vide its general Circular No. 2/2011 dated 8th February, 2011, have granted permission to holding companies not to attach accounts of its subsidiary companies, with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. A statement containing brief financial details of the Company's subsidiaries for the financial year ended 31st March, 2012, is included in the Annual Report.

DONATIONS

During the Financial Year, the Company has contributed a sum of Rs.41.91 lakhs to various Charitable and Educational Institutions.

DIRECTORATE

Pursuant to Article 158 of the Articles of Association of the Company read with Section 256 of the Companies Act, 1956, Shri V. C. Vaidya and Smt. Divya P. Mafatlal, are due to retire at the ensuing Annual General Meeting and are eligible for reappointment.

None of the Directors of the Company are disqualified from being appointed as Directors as specified in Section 274 of the Companies Act, 1956.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreements with Stock Exchanges a separate Report on Corporate Governance and a certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance are annexed to the Directors' Report.

INSURANCE

All the properties/assets including buildings, furniture's/ fixtures, etc. and insurable interests of the Company are adequately insured.

AUDITORS

In terms of Section 224 of the Companies Act, 1956, the members are requested to appoint Auditors for the current year.

For and on behalf of the Board

PRADEEP R. MAFATLAL

Chairman

Mumbai

Dated : 24th April, 2012.

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Mar 31, 2011

The Directors hereby present the 114th Annual Report together with the Audited Statements of Accounts for the Financial Year ended 31st March, 2011.

FINANCIAL RESULTS

Current Year Previous Year 01.04.2010 to 01.04.2009 to 31.03.2011 31.03.2010 Rs. in lakhs Rs. in lakhs

Gross Operating Profit before depreciation and tax (154.52) 1164.60

Add: Amount withdrawn from Revaluation Reserve 5.58 5.47

(148.94) 1170.07

Less: Depreciation 138.87 111.17

Profit before Taxes (287.81) 1058.90

Provision for Tax:

Current Tax — 185.00

Wealth Tax 8.10 7.60

Excess provision for taxes in respect of earlier years 18.87 6.95

Profit after Taxes (277.04) 873.25

Balance brought forward from previous year 9287.50 9021.85

Amount available for Appropriation 9010.46 9895.10

APPROPRIATIONS:

Proposed Dividend on Equity Shares 482.47 482.47

Corporate Tax on Dividend 78.27 80.13

Transfer to General Reserve — 45.00

Balance of Profit & Loss A/c. carried to Balance Sheet 8449.72 9287.50

Your Directors recommend the following dividend for the Financial Year 1st April, 2010 to 31st March, 2011, which, if approved by the Shareholders at the forthcoming Annual General Meeting to be held on 4th August, 2011, will be paid to those Shareholders whose names appear on the Register of Members of the Company on 21st July, 2011.

Current Year Previous Year 01.04.2010 to 01.04.2009 to 31.03.2011 31.03.2010

Re. 0.75 per Equity Share of Rs. 51- each on 6,43,28,941 Equity Shares [Previous year Re. 0.75 per Equity Share of Rs. 51- each on 6,43,28,941 Equity Shares] 4,82,46,705.75 4,82,46,705.75

4,82,46,705.75 4,82,46,705.75

REAL ESTATE DIVISION

The Company has leasehold land of an area of 92 acres and 10 gunthas (approx. 92.25 acres) at Plot No. 4 in Trans-Thane Creek Industrial Area in the villages of Ghansoli and Savali, Taluka Thane, District Thane, for a term of 100 years computed from 1.8.1965. Vide Agreement dated 24.4.2008 the Company had transferred and assigned to LOMA IT Park Developers Private Limited (LOMA), a Project Company of CapitaLand Commercial Limited, Singapore, all its right, titie and interest, in respect of an area of 30 acres located within the larger property of 92 acres and 10 gunthas of land, for the remaining tenure of the lease with MIDC.

The year under review still remains extremely challenging for real estate business. The real estate market for commercial property still remains sluggish. Under such critical circumstances, the Company could not utilize the balance portion of 62.25 acres of land for development of Information Technology Park, Commercial Offices, Hospitality Projects, Malls, Banking & Financial Services, etc. in a commercially viable manner.

The Company is evaluating various proposals and is continuously in touch with various Real Estate Developers/lnvestors/Fund Managers, for development of its balance approx. 62.25 acres of land. The Company has since converted the balance approx. 62.25 acres of land into Current Asset, i.e. Stock-in-Trade.

TRADING DIVISION

For the present Financial Year, i.e. April, 2010 to March, 2011, the Company has a Textile Trading turnover of Rs. 729 lakhs in comparison with Rs. 690 lakhs for the previous Financial Year.

During this Financial Year cotton and other raw material prices have increased by 30% to 40% and because of this the fabric off take is affected. The fabric which was being supplied to the Garment Industry is also adversely affected by the recent changes in duty structure. Excise duty is imposed on branded garments and this is an additional burden to the industry.

The Company has started trading in fancy cotton shirting as well as RTS (ready to stitch) packing for suiting and shirting. Polyester viscose suiting and shirting range is also popular and due to the good quality the range is well accepted in the market.

HUMAN RESOURCES

Relations remain cordial with the employees during the year and there was all round co-operation.

PARTICULARS OF EMPLOYEES

The Company has no employees in respect of whom the information as per Section 217(2A) of the Companies Act, 1956, is required to be given.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company is not engaged in manufacturing activities during the year. Therefore, there is no information to submit in respect of conservation of energy and absorption of technology.

The Company has no foreign exchange earnings and outgoings during the year.

FIXED DEPOSITS

There are no outstanding deposits remaining unpaid as on 31st March, 2011. The Company, as of now, does not accept fresh deposits.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed :

1. That in the preparation of the accounts for the financial year ended 31 st March, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2011, and of the profit or loss of the Company for the period under review.

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

4. That the Directors have prepared the accounts for the Financial Year ended 31st March, 2011, on a going concern basis.

SUBSIDIARIES

The Ministry of Corporate Affairs vide its general Circular No. 1/2011 dated 8th February, 2011, have granted permission to holding companies not to attach accounts of its subsidiary companies, with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. A statement containing brief financial details of the Companys subsidiaries for the financial year ended 31st March, 2011, is included in the Annual Report.

DONATIONS

During the Financial Year, the Company has contributed a sum of Rs. 27.01 lakhs to various Charitable and Educational Institutions.

DIRECTORATE

Shri K. J. Pardiwalla, Managing Director of the Company, has expressed his desire not to continue as Managing Director after expiry of his present term of Office on 1st August, 2011. The Board of Directors would like to place on record their sense of appreciation for the valuable services rendered by Shri K. J. Pardiwalla during his association with the Company.

The Board has appointed Shri D. H. Parekh, as an Additional Director with effect from 3rd June, 2011. He is also appointed as Whole-time Director designated as Executive Director with effect from 2nd August, 2011, for a period of 3 years subject to the approval of the shareholders.

Pursuant to Article 158 of the Articles of Association of the Company read with Section 256 of the Companies Act, 1956, Shri Russi Jal Taraporevala and Shri Pradeep R. Mafatlal, are due to retire at the ensuing Annual General Meeting and are. eligible for reappointment.

None of the Directors of the Company are disqualified from being appointed as Directors as specified in Section 274 of the Companies Act, 1956.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreements with Stock Exchanges a separate Report on Corporate Governance and a certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance are annexed to the Directors Report.

INSURANCE

All the properties/assets including buildings, furnitures/ fixtures, etc. and insurable interests of the Company are adequately insured.

AUDITORS

In terms of Section 224 of the Companies Act, 1956, the members are requested to appoint Auditors for the current year.

For and on behalf of the Board

PRADEEP R. MAFATLAL Chairman

Mumbai Dated : 3rd June, 2011.