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Directors Report of Stanrose Mafatlal Investments & Finance Ltd.
Mar 31, 2025
Your Directors have pleasure in presenting the Forty-fifth Annual Report together with the Audited Statements of Account of the Company for the financial year ended 31st March, 2025.
FINANCIAL RESULTS
|
(Rupees in Lacs) |
||
|
Current Year |
Previous Year |
|
|
Rupees |
Rupees |
|
|
Total Income |
135.93 |
140.14 |
|
Less : Depreciation |
44.17 |
48.32 |
|
Less: Other Expenses |
315.70 |
308.22 |
|
Profit/(Loss) before Tax & Exceptional Item |
(223.94) |
(216.40) |
|
Less: Current Tax |
1.26 |
(10.01) |
|
Less: Exceptional Item |
- |
538.41 |
|
Profit/(Loss) after Tax & Exceptional Item |
(225.19) |
(744.79) |
|
Add: Profit brought forward from Previous Year |
(587.64) |
114.43 |
|
Balance Available for Appropriations |
(812.83) |
(630.36) |
|
Less : Dividend Paid (Including tax on dividend) |
- |
- |
|
Items of the OCI for the year, net of tax: Remeasurement benefit of defined benefit plans |
0.83 |
(0.71) |
|
Transfer to Reserve |
- |
- |
|
Provisioning under IRACP (AS-109) |
- |
- |
|
Add: Other Comprehensive Income: |
||
|
Transfer from OCI to Retained Earnings |
114.40 |
42.02 |
|
Balance carried forward |
(699.26) |
(587.64) |
In order to infuse greater transparency and uniformity in practice, Reserve Bank of India vide its Circular RBI/2021-22/59 DOR.ACC.REC.No. 23/21.02.067/2021-22 dated June 24, 2021 has issued guidelines to all Non-Banking Financial Companies (NBFCs) for declaration of dividends. These guidelines are effective for declaration of dividend from the profits of the financial year ended March 31, 2022 and onwards. Accordingly, as the Company has incurred losses and in order to strengthen its resource base, your directors have decided not to recommend any Dividend for the year ended 31st March, 2025, but to conserve the funds for future contingencies.
MANAGEMENT DISCUSSION AND ANALYSIS (MD&A) FINANCIAL REVIEW
The total income for the year was Rs.135.93 Lacs as compared to Rs.140.14 Lacs in the previous year. Depreciation was Rs.44.17 Lacs (Previous Year Rs.48.32 Lacs). The Provision for Taxation for the year under report was NIL. Loss after tax was Rs.(225.19) Lacs.
This year, the company has decided not to transfer any funds to General Reserve and Statutory Reserve Fund pursuant to Section 45IC of RBI Act,1934.
The Net Worth of the Company as at 31st March, 2025 stood at Rs.4,099.30 Lacs as against Rs.4,746.39 Lacs on 31st March, 2024.
The NBFC sector has a significant role in bringing efficiency and diversity in the financial system. It has evolved extensively in terms of its operations, technology, profitability and asset quality and entered into newer areas of financial services and products. NBFCs are now deeply interconnected with the entities in the financial sector, on both sides of their balance sheets.
Being financial entities,they are exposed to risks arising out of counterparty failures, funding and asset concentration, interest rate movement and risks pertaining to liquidity and solvency, as any other financial sector player.
The Company''s operations continue to be mainly focused in the areas of Inter-corporate Investments, Capital Market activities and Financing.Segment-wise brief outline of financial and operational performance during the year under report is as under:
The Company''s investment portfolio is reviewed from time to time to buy securities to add to its Portfolio or to sell in order to make Capital gains. Details of Company''s investments are given under Note No. 8 to Financial Statements of the Company for the year ended 31st March, 2025. The total worth of Company''s Quoted and Unquoted Investments in Shares and Securities (Including Stock-in-trade) as at 31st March, 2025 is Rs. 2742.89 Lacs (Previous Year Rs. 3277.71 Lacs). The Company has adopted IND-AS from 1st April, 2019. Under IND-AS, investments are valued at fair value whereas in case of IGAAP, Long term investments were valued at lower of cost or fair value.
During the year under report, the Company:
a) has made disinvestment of Rs. 46.34 Lacs from its Non-current Quoted and Non-Quoted Equity Investments as against Rs. 50.57 Lacs in the Previous Year.
(b) booked a net profit of Rs.114.40 Lacs on sale of Non-Current investments as against Rs.42.02 Lacs in the previous year.
(c) earned income by way of Dividend of Rs. 134.39 Lacs against Rs. 135.67 Lacs in the previous year.
(ii) Finance
Interest on Inter-corporate Deposit:
During the year under report the Company has not earned any interest income on Inter Corporate Deposits.
|
Changes in Key Financial Ratios: |
|||
|
Sr. |
Ratios |
F.Y. |
F.Y. |
|
No. |
2024-25 |
2023-24 |
|
|
1. |
Current Ratio |
3.54 |
2.87 |
|
2. |
Debt Equity Ratio |
NA |
NA |
|
3. |
Operating Profit Margin (%) |
-163.20% |
-154.97 % |
|
4. |
Net Profit Margin (%) |
-166.33% |
-536.47 % |
|
5. |
Return on Net Worth (%) |
-5.49% |
-15.69 % |
Note: The Company is not having any Debt/Borrowings as at 31st March, 2025. Also, the Company is not into Customer based products which are manufactured/produced by the Company. Hence, as required under Part B of Schedule V to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Debtors Turnover Ratio, Inventory Turnover Ratio and Interest Coverage Ratio have not been provided.
Opportunities and Threats
As various factors are posing constant threats and high volatility in the Capital Markets, it appears beneficial to diversify the portfolio to reduce the risk and insulate from the vagaries of stock-market. Mutual Funds help to reduce risk through diversification and professional management. Therefore, the Company invests its surplus funds in debt/ equity oriented Mutual Funds. One of the biggest advantages of Mutual Fund investment is Liquidity. Open-end funds provide option to redeem on demand, which is beneficial during rising or falling markets. The management is exploring other avenues of business.
The Company intends to continue focusing on capital market activities including trading in securities and emerging products in derivatives.
Risk and Concern
The Company is exposed to specific risks that are particular to its business and the environment within which it operates, including interest rate volatility, economic cycle,
credit and market risks. The Company has quoted investments which are exposed to fluctuations in stock prices. These investments represent a material portion of the Company''s business and are vulnerable to fluctuations in the stock markets. Any decline in prices of the Company''s quoted investments may affect its financial position and the results of its operations. It continuously monitors its market exposure and tries to manage these risks by following prudent business and risk management practices.
Adequacy of Internal Control
The Company has a proper and adequate system of internal control in all spheres of its activities to ensure that all its assets are safeguarded and protected against loss from unauthorized use or disposition and that the transactions are authorized, recorded and reported diligently. The Internal control is supplemented by an effective internal audit being carried out by an external firm of Chartered Accountants.
The Company ensures adherence to all internal control policies and procedures as well as compliances with all regulatory guidelines.
The Audit Committee of the Board of Directors reviews the adequacy of internal controls.
Human Resources
The Company has diverse workforce which leads to sustainable growth and improvement in productivity. The Company has maintained cordial relations with its employees at all levels during the year.
The Company has complied with applicable provisions of Corporate Governance as provided under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate report on Corporate Governance compliance is included as a part of the Annual Report along with the Auditors'' Certificate.
Your Company has not accepted any public deposits during the year under review.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 134(5) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, your Directors confirm that:
1. In the preparation of the annual accounts for the financial year ended 31st March, 2025, the applicable Indian accounting standards (IndAS) have been followed and that there are no material departures from the same;
2. Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2025 and of the profit for the year ended on that date;
3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
4. The annual Accounts for the Financial Year ended 31st March, 2025 have been prepared on a ''going concern'' basis.
5. Proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.
6. Proper systems devised to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
The Company''s wholly owned subsidiary, Stan Plaza Limited is a Non-Listed Company, having its Registered Office at Mumbai. As on March 31, 2025, according to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, it is termed as a Non-Material Subsidiary of the Company.
In compliance with the requirements of the provisions of Section 129(3) read with Rule 5 of Companies (Accounts) Rules, 2014, a Statement in Form AOC-1 containing the salient features of the financial statements in respect of Stan Plaza Limited, a wholly owned subsidiary of the Company has been included as a part of this Annual Report.
As reported, Stanrose Mafatlal Lubechem Limited being in liquidation and inoperative, its details are not disclosed in Form AOC-1.
The Company''s "Policy for Determining Material Subsidiaries'' for identifying material subsidiaries and providing governance framework is available on its website, www.stanrosefinvest.com.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements (CFS) of the Company and its wholly owned subsidiary Company viz. Stan Plaza Limited (SPL) are prepared in accordance with the provisions of Schedule III of the Companies Act, 2013 and relevant Indian Accounting Standards issued by the Institute of Chartered Accountants of India, as applicable to the Company and form part of this Annual Report. These Statements have been prepared on the basis of audited financial statements received from SPL as approved by its Board. Stanrose Mafatlal Lubechem Ltd., a substantially owned subsidiary Company being inoperative, its financial statements are not considered in preparation of CFS.
In terms of Section 152 of the Companies Act, 2013, Shri Madhusudan J. Mehta, Director of the Company is retiring
by rotation and being eligible, offers himself for reappointment.
Ms. Aziza A. Khatri has expressed her unwillingness to continue as an Independent Director for the second term due to her non-availability. Your Directors place on record their appreciation of the valuable services rendered by Ms.Khatri during her tenure as a director.
To fill in the vacancy of Independent Director caused by the resignation of Ms. Aziza Khatri in accordance with Section 149 of the Companies Act, 2013, the Board has appointed Ms. Abhirami M. Patel, as an Independent Director for five consecutive years w.e.f. 21st May, 2025. Accordingly, a resolution proposing her appointment alongwith her brief resume is provided in the Notice of the 45th AGM.
All Independent Directors have given their declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1 )(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. None of the Directors of the Company is disqualified from being appointed or re-appointed as a Director as specified under Section 164 of the Companies Act, 2013.
The Company has appointed three Key Managerial Personnel, viz. Shri Madhusudan J. Mehta, Chief Executive Officer, Shri Harshad V. Mehta, Chief Financial Officer and Shri Soham A. Dave, Company Secretary & Compliance Officer, to inter alia shoulder the responsibilities in their respective fields as envisaged under the provisions of the Companies Act, 2013 & SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
M/s Manubhai & Shah, Chartered Accountants, (Firm Regn. No. 106041W/W100136), Ahmedabad, were re-appointed as the Statutory Auditors of the Company for a term of five consecutive years to hold office from the conclusion of the 42nd AGM till the conclusion of 47th AGM on the recommendation of the Audit Committee. The Company has received a letter from them that their re-appointment is within the prescribed limits under Section 139 of the Companies Act, 2013 and that they are not disqualified under Section 141 of the Companies Act, 2013.
No frauds have been reported by the Statutory Auditors during the Financial Year 2024-2025 pursuant to the provisions of Section 143(12) of the Act.
The Reports given by M/s. Manubhai & Shah, Chartered Accountants on the Financial Statements of the Company for the Financial Year 2024-25 does not contain any qualification, reservation or adverse remark and forms part of the Annual Report.
The details relating to fees paid to the Statutory Auditors are given in Note No. 23 of the Financial Statements.
The Board of Directors has appointed M/s. Manoj Hurkat & Associates, Practicing Company Secretaries, as Secretarial Auditors of the Company pursuant to the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and amended Regulation 24A of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for a term of five consecutive years starting from the financial year 20252026, subject to approval of the Members at the AGM. The Company has received a letter from them to the effect that their appointment is within the prescribed limits under Section 204 of the Companies Act, 2013 and amended Regulation 24A of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Report of Secretarial Audit in form MR-3 in accordance with Section 204 of the Companies Act, 2013 and Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the financial year ended March 31, 2025 is annexed herewith and marked as "Annexure A" to this Report.
There are no audit qualifications, reservations, or any adverse remark in the said Secretarial Audit Report, except penalty imposed by BSE Ltd. for non-compliance under Reg. 13(3) of the SEBI (LODR) Regulations, 2015 for the March, 2024 Quarter which was subsequently complied with.
CORPORATE SOCIAL RESPONSIBILITY
In accordance with the provisions of Section 135 of the Companies Act, 2013 and rules made thereunder, the Company has constituted a Corporate Social Responsibility Committee of Directors. The role of the Committee is to review the CSR activities of the Company periodically and recommend the Board the amount of expenditure to be incurred on the CSR activities annually. For the Financial Year 2024-25, the Company is not falling under Section 135(1) of the Companies Act, 2013 as the Net worth, Turnover and Net Profits of the Company are less than the prescribed limit for the past three consecutive years and so the reporting under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable to the Company.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee comprises of Ms. Aziza A. Khatri, Chairperson, Shri Harit S. Mehta and Shri Bharat N. Dave. The role and responsibilities, Company''s policy on directors'' appointment and remuneration including the criteria for determining the qualifications, positive attributes, independence of a director and other related matters are in conformity with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy is made available on the Company''s website at www.stanrosefinvest.com.
The details of the remuneration received by the Directors from the Company have been disclosed in the Corporate Governance Report.
The information relating to the composition of the Committee, scope & term of reference, no. of meetings held and attendance, etc. during the year under report, are provided in the Corporate Governance Report.
ANNUAL PERFORMANCE EVALUATION:
In compliance with the provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the performance evaluation was carried out as under:
Board: As suggested by the Nomination and Remuneration Committee, the Board evaluated the performance of the Directors, on various criteria such as its composition, processes and dynamics. The Independent Directors, at their separate meeting, also evaluated the performance of the Board as a whole, based on various criteria. The Board and the Independent Directors were of the unanimous view that performance of the Board of Directors as a whole, was satisfactory.
Committees of the Board: The performance of the Audit Committee, Corporate Social Responsibility Committee, Nomination and Remuneration Committee and the Stakeholders'' Relationship Committee was evaluated by the Board on various criteria such as committee composition, processes and dynamics. The Board was of the unanimous view that all the committees were performing their functions satisfactorily and according to the mandate prescribed by the Board under the regulatory requirements including the provisions of the Act, the Rules framed thereunder and the Listing Agreement/SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Individual Directors:
(a) Independent Directors: In accordance with the criteria suggested by the Nomination and Remuneration Committee, the performance of each independent director was evaluated by the entire Board of Directors (excluding the director being evaluated) on various parameters like qualification, experience, availability and attendance, integrity, commitment, governance, independence, communication, preparedness, participation and value addition.
The Board was of the unanimous view that each independent director was a reputed professional and brought his/her rich experience to the deliberations of the Board. The Board also appreciated the contribution made by all the independent directors in guiding the management in achieving higher growth and concluded that continuance of each independent director on the Board will be in the interest of the Company.
(b) Non-Independent Directors: The performance of each of the non-independent directors (including the Chairperson) was evaluated by the Independent Directors
at their separate meeting. Further, their performance was also evaluated by the Board of Directors. Some of the criteria considered for the purpose of evaluation included qualification, experience, availability and attendance, integrity, commitment, governance, communication, etc. The Independent Directors and the Board were of the unanimous view that each of the non-independent director was providing good business and leadership.
DISCLOSURE OF RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES'' REMUNERATION, ETC.
The particulars of ratio of remuneration of each director to median remuneration of the employees of the Company for the financial year under report, percentage increase in remuneration of each Director and KMP, etc. more particularly described under Section 197(12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in "Annexure B" to this Report.
DETAILS OF ESTABLISHMENT OF CODE OF CONDUCT FOR REGULATING, MONITORING AND REPORTING OF TRADING BY INSIDERS
The Company has a Code of Conduct for regulating, Monitoring and Reporting of Trading by Insiders ("PIT Policy") for connected persons, designated persons and the insiders (collectively the "Insiders") as defined under the SEBI (Prohibition of Insider Trading) Regulations, 2015 ("PIT Regulations"). The Policy provides adequate safeguard against victimization. The Audit Committee reviews the Institutional Mechanism for prevention of insider trading.
The aforementioned policy is available on the Company''s website www.stanrosefinvest.com.
PARTICULARS OF LOANS AND INVESTMENTS
The Company being a Non-Banking Financial Company registered with Reserve Bank of India with the principal business inter alia, of Inter-Corporate Financing, the provisions of Section 186 except sub-section (1) are not applicable to it. Hence no particulars as envisaged under Section 134(3)(g) are covered in this Report.
The particulars of contracts or arrangements entered by the Company with related parties which are subsisting during the year under Report are provided under "Annexure C" in Form AOC - 2. The Company has framed a ''Policy on Related Party Transactions'' for determining related parties, transactions on arm''s length basis and procedures to be followed for obtaining various approvals, etc. The policy is available on the website of the company, www.stanrosefinvest.com. As regards the justification for related party transactions, it may be noted that the same
are entered on business exigencies and are in the best interest of the Company.
ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE
Pursuant to the requirement of Section 134(3) of the Companies Act, 2013, read with Rule 8 of Companies (Accounts) Rules, 2014:
(a) The Company has no activity involving conservation of energy or technology absorption.
(b) The Company does not have any Foreign Exchange Earnings.
(c) Outgo under Foreign Exchange - NIL
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Brief details of Company''s "Vigil Mechanism/Whistle Blower Policy" are provided in the Corporate Governance Report.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
As per the requirement of the provisions of the sexual harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules made thereunder, our Company has constituted Internal Complaints Committees in requirement of the Act, responsible for redressal of complaints relating to sexual harassment against women at workplace. During the year under review, there were no complaints pertaining to sexual harassment against women.
As reported earlier the Company has formulated and adopted Risk Management Policy to identify, evaluate, monitor and minimize the identifiable business risks in the Organization.
Pursuant to Section 134(3) of the Act, the annual return of the company has been placed on its website, www.stanrosefinvest.com.
The Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Your Directors sincerely express their deep appreciation to employees at all levels, bankers, customers and shareholders for their sustained support and co-operation and hope that the same will continue in future.
Mar 31, 2024
Your Directors have pleasure in presenting the Forty-fourth
Annual Report together with the Audited Statements of
Account of the Company for the financial year ended 31st
March, 2024.
FINANCIAL RESULTS
(Rupees in Lacs)
|
Current Year |
Previous Year |
|
|
Rupees |
Rupees |
|
|
Total Income |
140.14 |
321.11 |
|
Less : Depreciation |
48.32 |
50.48 |
|
Less: Other Expenses |
308.22 |
310.87 |
|
Profit/(Loss) before Tax & |
(216.40) |
(40.25) |
|
Less: Current Tax |
(10.01) |
8.12 |
|
Less: Exceptional Item |
538.41 |
- |
|
Profit/(Loss) after Tax & |
(744.79) |
(48.37) |
|
Add: Profit brought forward |
114.43 |
58.64 |
|
Balance Available for |
(630.36) |
10.27 |
|
Less : Dividend Paid (Including |
- |
- |
|
Items of the OCI for the year, Remeasurement benefit of |
0.71 |
1.23 |
|
Transfer to Reserve |
- |
- |
|
Provisioning under IRACP |
- |
- |
|
Add: Other Comprehensive Income: |
||
|
Transfer from OCI to |
42.02 |
102.92 |
|
Balance carried forward |
(587.64) |
114.43 |
DIVIDEND
In order to infuse greater transparency and uniformity in
practice, Reserve Bank of India vide its CircularRBI/2021-
22/59 DOR.ACC.REC.No. 23/21.02.067/2021-22 dated
June 24, 2021 has issued guidelines to all Non-Banking
Financial Companies (NBFCs) for declaration of dividends.
These guidelines are effective for declaration of dividend
from the profits of the financial year ended March 31,
2022 and onwards. Accordingly, as the Company has
incurred losses and in order to strengthen its resource
base, your directors have decided not to recommend any
Dividend for the year ended 31st March, 2024, but to
conserve the funds for future contingencies.
MANAGEMENT DISCUSSION AND ANALYSIS (MD&A)
FINANCIAL REVIEW
The total income for the year was Rs.140.14 Lacs as
compared to Rs. 321.11 Lacs in the previous year.
Depreciation was Rs. 48.32 Lacs (Previous Year Rs. 50.48
Lacs). The Provision for Taxation: (i) for the year under
report was NIL. Loss after tax was Rs. (744.80) Lacs.
This year, the company has decided not to transfer any
funds to General Reserve and Statutory Reserve Fund
pursuant to Section 45IC of RBI Act,1934.
The Net Worth of the Company as at 31st March, 2024
stood at Rs. 4859.98 Lacs as against Rs. 5951.24 Lacs
on 31st March, 2023.
NBFCINDUSTRY
The NBFC sector has a significant role in bringing efficiency
and diversity in the financial system. It has evolved
extensively in terms of its operations, technology,
profitability and asset quality and entered into newer areas
of financial services and products. NBFCs are now deeply
interconnected with the entities in the financial sector, on
both sides of their balance sheets.
Being financial entities,they are exposed to risks arising
out of counterparty failures, funding and asset
concentration, interest rate movement and risks pertaining
to liquidity and solvency, as any other financial sector
player.
Business Review
The Company''s operations continue to be mainly focused
in the areas of Inter-corporate Investments, Capital Market
activities and Financing. Segment-wise brief outline of
financial and operational performance during the year under
report is as under:
(i) Investments
The Company''s investment portfolio is reviewed from
time to time to buy securities to add to its Portfolio or
to sell in order to make Capital gains. Details of
Company''s investments are given under Note No. 8
to Financial Statements of the Company for the year
ended 31st March, 2024. The total worth of
Company''s Quoted and Unquoted Investments in
Shares and Securities (Including Stock-in-trade) as
at 31st March, 2024 is Rs. 3277.71 Lacs (Previous
Year Rs. 3698.02 Lacs). The Company has adopted
IND-AS from 1st April, 2019. Under IND-AS,
investments are valued at fair value whereas in case
of IGAAP, Long term investments were valued at
lower of cost or fair value.
During the year under report, the Company:
(a) has made disinvestment of Rs. 50.57 Lacs from
its Non-current Quoted and Non-Quoted Equity
Investments as against Rs. 37.47 Lacs in the
Previous Year.
(b) booked a net profit of Rs. 42.02 Lacs on sale
of Non-Current investments as against Rs.
102.92 Lacs in the previous year.
(c) earned income by way of Dividend of Rs.
135.67 Lacs against Rs. 314.64 Lacs in the
previous year.
(ii) Finance
Interest on Inter-corporate Deposit:
During the year under report the Company has not
earned any interest income on Inter Corporate
Deposits.
Changes in Key Financial Ratios:
|
Sr. No. |
Ratios |
F.Y. 2023-24 |
F.Y. 2022-23 |
|
1. |
Current Ratio |
2.87 |
9.44 |
|
2. |
Debt Equity Ratio |
NA |
NA |
|
3. |
Operating Profit |
-154.97 % |
- 15.07 % |
|
4. |
Net Profit Margin (%) |
-536.47 % |
- 15.07 % |
|
5. |
Return on Net |
-15.69 % |
-0.83 % |
Note: The Company is not having any Debt/Borrowings
as at 31st March, 2024. Also, the Company is not
into Customer based products which are
manufactured/produced by the Company. Hence,
as required under Part B of Schedule V to SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, Debtors Turnover Ratio,
Inventory Turnover Ratio and Interest Coverage
Ratio have not been provided.
Opportunities and Threats
As various factors are posing constant threats and high
volatility in the Capital Markets, it appears beneficial to
diversify the portfolio to reduce the risk and insulate from
the vagaries of stock-market. Mutual Funds help to reduce
risk through diversification and professional management.
Therefore, the Company invests its surplus funds in debt/
equity oriented Mutual Funds. One of the biggest
advantages of Mutual Fund investment is Liquidity. Open-
end funds provide option to redeem on demand, which is
beneficial during rising or falling markets. The management
is exploring other avenues of business.
Outlook
The Company intends to continue focusing on capital
market activities including trading in securities and
emerging products in derivatives.
Risk and Concern
The Company is exposed to specific risks that are particular
to its business and the environment within which it
operates, including interest rate volatility, economic cycle,
credit and market risks. The Company has quoted
investments which are exposed to fluctuations in stock
prices. These investments represent a material portion of
the Company''s business and are vulnerable to fluctuations
in the stock markets. Any decline in prices of the Company''s
quoted investments may affect its financial position and
the results of its operations. It continuously monitors its
market exposure and tries to manage these risks by
following prudent business and risk management practices.
Adequacy of Internal Control
The Company has a proper and adequate system of
internal control in all spheres of its activities to ensure that
all its assets are safeguarded and protected against loss
from unauthorized use or disposition and that the
transactions are authorized, recorded and reported
diligently. The Internal control is supplemented by an
effective internal audit being carried out by an external
firm of Chartered Accountants.
The Company ensures adherence to all internal control
policies and procedures as well as compliances with all
regulatory guidelines.
The Audit Committee of the Board of Directors reviews
the adequacy of internal controls.
Human Resources
The Company has diverse workforce which leads to
sustainable growth and improvement in productivity. The
Company has maintained cordial relations with its
employees at all levels during the year.
CORPORATE GOVERNANCE
The Company has complied with applicable provisions of
Corporate Governance as provided under SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015. A separate report on Corporate Governance
compliance is included as a part of the Annual Report
along with the Auditors'' Certificate.
DEPOSITS
Your Company has not accepted any public deposits during
the year under review.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 134(5) of the
Companies Act, 2013, with respect to Directors''
Responsibility Statement, your Directors confirm that:
1. In the preparation of the annual accounts for
the financial year ended 31st March, 2024, the
applicable Indian accounting standards (IndAS)
have been followed and that there are no
material departures from the same;
2. Accounting policies selected were applied
consistently. Reasonable and prudent
judgments and estimates were made so as to
give a true and fair view of the state of affairs
of the Company as at 31st March, 2024 and of
the profit for the year ended on that date;
3. Proper and sufficient care has been taken for
the maintenance of adequate accounting
records in accordance with the provisions of
the Companies Act, 2013, for safeguarding the
assets of the Company and for preventing and
detecting fraud and other irregularities;
4. The annual Accounts for the Financial Year
ended 31st March, 2024 have been prepared
on a ''going concern'' basis.
5. Proper internal financial controls were in place
and that the financial controls were adequate
and were operating effectively.
6. Proper systems devised to ensure compliance
with the provisions of all applicable laws were
in place and were adequate and operating
effectively.
SUBSIDIARY COMPANIES
The Company''s wholly owned subsidiary, Stan Plaza
Limited is a Non-Listed Company, having its Registered
Office at Mumbai. As on March 31, 2024, according to
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, it is termed as a Non-Material
Subsidiary of the Company.
In compliance with the requirements of the provisions of
Section 129(3) read with Rule 5 of Companies (Accounts)
Rules, 2014, a Statement in Form AOC-1 containing the
salient features of the financial statements in respect of
Stan Plaza Limited, a wholly owned subsidiary of the
Company has been included as a part of this Annual
Report.
As reported last year, Stanrose Mafatlal Lubechem Limited
being in liquidation and inoperative, its details are not
disclosed in Form AOC-1.
The Company''s "Policy for determining Material
Subsidiaries'' for identifying material subsidiaries and
providing governance framework is available on its website,
www.stanrosefinvest.com.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements (CFS) of the
Company and its wholly owned subsidiary Company viz.
Stan Plaza Limited (SPL) are prepared in accordance with
the provisions of Schedule III of the Companies Act, 2013
and relevant Indian Accounting Standards issued by the
Institute of Chartered Accountants of India, as applicable
to the Company and form part of this Annual Report. These
Statements have been prepared on the basis of audited
financial statements received from SPL as approved by its
Board. Stanrose Mafatlal Lubechem Ltd., a substantially
owned subsidiary Company being inoperative, its financial
statements are not considered in preparation of CFS.
DIRECTORATE
In terms of Section 152 of the Companies Act, 2013, Shri
Pradeep R. Mafatlal, Director of the Company is retiring
by rotation and being eligible, offers himself for re¬
appointment.
All Independent Directors have given their declarations
that they meet the criteria of independence as laid down
under Section 149(6) of the Companies Act, 2013 and
Regulation 16(1 )(b) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. None of the
Directors of the Company is disqualified from being
appointed or re-appointed as a Director as specified under
Section 164 of the Companies Act, 2013.
KEY MANAGERIAL PERSONNEL
The Company has appointed three Key Managerial
Personnel, viz. Shri Madhusudan J. Mehta, Chief Executive
Officer, Shri Harshad V. Mehta, Chief Financial Officer
and Shri Soham A. Dave, Company Secretary &
Compliance Officer, to inter alia shoulder the responsibilities
in their respective fields as envisaged under the provisions
of the Companies Act, 2013 & SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.
AUDITORS
Statutory Auditors
M/s Manubhai & Shah LLP, Chartered Accountants, (Firm
Regn. No. 106041W/W100136), Ahmedabad, were re¬
appointed as the Statutory Auditors of the Company for a
term of five consecutive years to hold office from the
conclusion of the 42nd AGM till the conclusion of 47th
AGM on the recommendation of the Audit Committee. The
Company has received a letter from them to the effect that
their re-appointment is within the prescribed limits under
Section 139 of the Companies Act, 2013 and that they are
not disqualified under Section 141 of the Companies Act,
2013.
Secretarial Auditors
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 Listing Regulations, the Company has appointed
M/s. Manoj Hurkat and Associates, to undertake the
Secretarial Audit of the Company.
Pursuant to Regulation 24A of the SEBI Listing Regulations,
M/s. Manoj Hurkat and Associates, Practicing Company
Secretaries, has been appointed by the Board of Stan
Plaza Limited the ''material unlisted subsidiary'' to undertake
the Secretarial Audit of Stan Plaza Limited. Reports of the
Secretarial Auditor for the Company and Stan Plaza Limited
is annexed herewith as "Annexure A1 and A2" respectively.
The Secretarial Audit Reports do not contain any
qualification, reservation, adverse remark or disclaimer.
CORPORATE SOCIAL RESPONSIBILITY
In accordance with the provisions of Section 135 of the
Companies Act, 2013 and the rules made thereunder, the
Company has constituted a Corporate Social Responsibility
Committee of Directors. The role of the Committee is to
review the CSR activities of the Company periodically and
recommend the Board the amount of expenditure to be
incurred on the CSR activities annually. For the Financial
Year 2023-24, the Company is not falling under Section
135(1) of the Companies Act, 2013 as the Net worth,
Turnover and Net Profits of the Company are less than
the prescribed limit for the past three consecutive years
and so the reporting under the Companies (Corporate
Social Responsibility Policy) Rules, 2014 is not applicable
to the Company.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee comprises
of Ms. Aziza A. Khatri, Chairperson,Shri Harit S. Mehta
and Shri Bharat N. Dave The role and responsibilities,
Company''s policy on directors'' appointment and
remuneration including the criteria for determining the
qualifications, positive attributes, independence of a director
and other related matters are in conformity with the
requirements of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015.
AUDIT COMMITTEE
The information relating to the composition of the
Committee, scope & term of reference, no. of meetings
held and attendance, etc. during the year under report,
are provided in the Corporate Governance Report.
ANNUAL PERFORMANCE EVALUATION:
In compliance with the provisions of the Act and SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, the performance evaluation was carried
out as under:
Board: As suggested by the Nomination and Remuneration
Committee, the Board evaluated the performance of the
Directors, on various criteria such as its composition,
processes and dynamics. The Independent Directors, at
their separate meeting, also evaluated the performance of
the Board as a whole, based on various criteria. The Board
and the Independent Directors were of the unanimous
view that performance of the Board of Directors as a whole,
was satisfactory.
Committees of the Board: The performances of the Audit
Committee, Corporate Social Responsibility Committee,
Nomination and Remuneration Committee and the
Stakeholders'' Relationship Committee were evaluated by
the Board on various criteria such as committee
composition, processes and dynamics. The Board was of
the unanimous view that all the committees were
performing their functions satisfactorily and according to
the mandate prescribed by the Board under the regulatory
requirements including the provisions of the Act, the Rules
framed thereunder and the Listing Agreement/SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015.
Individual Directors:
(a) Independent Directors: In accordance with the criteria
suggested by the Nomination and Remuneration
Committee, the performance of each independent director
was evaluated by the entire Board of Directors (excluding
the director being evaluated) on various parameters like
qualification, experience, availability and attendance,
integrity, commitment, governance, independence,
communication, preparedness, participation and value
addition.
The Board was of the unanimous view that each
independent director was a reputed professional and
brought his/her rich experience to the deliberations of the
Board. The Board also appreciated the contribution made
by all the independent directors in guiding the management
in achieving higher growth and concluded that continuance
of each independent director on the Board will be in the
interest of the Company.
(b) Non-Independent Directors: The performance of each
of the non-independent directors (including the
Chairperson) was evaluated by the Independent Directors
at their separate meeting. Further, their performance was
also evaluated by the Board of Directors. Some of the
criteria considered for the purpose of evaluation included
qualification, experience, availability and attendance,
integrity, commitment, governance, communication, etc.
The Independent Directors and the Board were of the
unanimous view that each of the non-independent director
was providing good business and leadership.
DISCLOSURE OF RATIO OF REMUNERATION OF EACH
DIRECTOR TO THE MEDIAN EMPLOYEES''
REMUNERATION, ETC.
The particulars of ratio of remuneration of each director to
median remuneration of the employees of the Company
for the financial year under report, percentage increase in
remuneration of each Director and KMP, etc. more
particularly described under Section 197(12) of the
Companies Act, 2013 and Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, are given in "Annexure B" to this Report.
PARTICULARS OF LOANS AND INVESTMENTS
The Company being a Non-Banking Financial Company
registered with Reserve Bank of India with the principal
business inter alia, of Inter-Corporate Financing, the
provisions of Section 186 except sub-section (1) are not
applicable to it. Hence no particulars as envisaged under
Section 134(3)(g) are covered in this Report.
RELATED PARTY TRANSACTIONS
The particulars of contracts or arrangements entered by
the Company with related parties which are subsisting
during the year under Report are provided under "Annexure
C" in Form AOC - 2. The Company has framed a ''Policy
on Related Party Transactions'' for determining related
parties, transactions on arm''s length basis and procedures
to be followed for obtaining various approvals, etc.The
policy is available on the website of the company,
www.stanrosefinvest.com. As regards the justification for
related party transactions, it may be noted that the same
are entered on business exigencies and are in the best
interest of the Company.
ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE
Pursuant to the requirement of Section 134(3) of the
Companies Act, 2013, read with Rule 8 of Companies
(Accounts) Rules, 2014:
(a) The Company has no activity involving
conservation of energy or technology
absorption.
(b) The Company does not have any Foreign
Exchange Earnings.
(c) Outgo under Foreign Exchange - NIL
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Board has approved and adopted "Vigil Mechanism/
Whistle Blower Policy" in the Company. The Brief details
of establishment of this Policy are provided in the Corporate
Governance Report.
PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE
As per the requirement of the provisions of the sexual
harassment of women at workplace (Prevention, Prohibition
& Redressal) Act, 2013 read with rules made thereunder,
our Company has constituted Internal Complaints
Committees as per the requirement of the Act which are
responsible for redressal of complaints relating to sexual
harassment against women at workplace. During the year
under review, there were no complaints pertaining to sexual
harassment against women.
RISK MANAGEMENT POLICY
As reported earlier the Company has formulated and
adopted Risk Management Policy to identify, evaluate,
monitor and minimize the identifiable business risks in the
Organization.
EXTRACT OF ANNUAL RETURN
The extract of the Annual Return in Form MGT-9 can be
accessed on the website of the Company,
www.stanrosefinvest.com.
PARTICULARS OF EMPLOYEES
The Company has not employed any individual whose
remuneration falls within the purview of the limits prescribed
under the provisions of Section 197 of the Companies Act,
2013, read with Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014.
ACKNOWLEDGEMENTS
Your Directors sincerely express their deep appreciation
to employees at all levels, bankers, customers and
shareholders for their sustained support and co-operation
and hope that the same will continue in future.
For and on behalf of the Board
Pradeep R. Mafatlal
Chairman
Place: Mumbai
Dated: May 22, 2024.
Mar 31, 2018
The Directors have pleasure in presenting the Thirty-Eighth Annual Report together with the Audited Statements of Account of the Company for the financial year ended 31st March, 2018.
FINANCIAL RESULTS
(Rupees in Lacs)
Current Year Previous Year
Rupees Rupees
|
Total Income |
915.34 |
942.37 |
|
Gross Profit |
525.86 |
581.42 |
|
Less: Depreciation |
40.92 |
40.66 |
|
Profit before Tax |
484.94 |
540.76 |
|
Less: Provision for Taxation |
68.78 |
93.18 |
|
Less: Exceptional Item |
75.63 |
â |
|
Adjustments of earlier |
||
|
years Tax |
(122) |
12.95 |
|
Profit after Tax |
341.75 |
434.63 |
|
Add: Profit brought forward |
||
|
from Previous Year |
1742.24 |
1404.61 |
|
Balance Available for |
||
|
Appropriations |
2083.98 |
1839.24 |
|
Less: Transfer to Reserve |
||
|
u/s. 45 IC of RBI Act, 1934 |
70.00 |
87.00 |
|
Transfer to General Reserve-I |
10.00 |
10.00 |
|
Transfer to General Reserve-II |
â |
â |
|
Dividend Paid |
238.07 |
â |
|
Tax on Dividend |
48.47 |
â |
|
Balance carried forward |
1717.44 |
1742.24 |
DIVIDEND
Your Directors recommend a Dividend of Rs. 6/- per share (Previous Year Rs. 6/-) on 39,67,920 Equity Shares of Rs.10 each aggregating to Rs. 286.54 Lacs (inclusive of dividend tax) for the financial year ended on 31st March, 2018. If approved by the Shareholders at the forthcoming Annual General Meeting to be held on 25th September, 2018, the said dividend will be paid on 10th October, 2018 or thereafter, to (i) those shareholders whose names appear on the Register of Members of the Company on 18th September, 2018 and (ii) those whose names as beneficial owners are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, for the purpose.
MANAGEMENT DISCUSSION AND ANALYSIS (MD&A) FINANCIAL REVIEW
The total income for the year was Rs. 915.34 Lacs as compared to Rs. 942.37 Lacs in the previous year. Depreciation was Rs. 40.92 Lacs (Previous Year Rs. 40.66 Lacs). The increase in depreciation is mainly on account of change in charging provisions under the Companies Act, 2013, based on useful life of asset instead of fixed percentage under the Companies Act, 1956. The Provision for Taxation: (i) for the year under report was Rs. 68.78 Lacs (ii) Adjustments of earlier year tax was Rs. 1.22 Lacs. Profit after tax was Rs. 341.75 Lacs. The total income and the profit for the year is low, mainly on account of waiving off the interest amount outstanding of around Rs. 75.63 Lacs from Surcot Trading Private Limited (Surcot), as Surcot will be merged with the Company.
An amount of Rs. 70.00 Lacs was transferred to Statutory Reserve Fund pursuant to Section 45 IC of RBI Act, 1934, an amount of Rs. 10.00 Lacs was transferred to General Reserve I, during the year under review.
The Net Worth of the Company as at 31st March, 2018 stood at Rs. 5802.21 Lacs as against Rs. 5747.01 Lacs on 31st March, 2017.
NBFC INDUSTRY
The NBFC (Non-Banking Finance Company) sector has evolved considerably in terms of its size, operations, technological sophistication and entry into newer areas of financial services and products. NBFCs are now deeply interconnected with the entities in the financial sector, on both sides of their balance sheets.
Being financial entities, they are exposed to risks arising out of counterparty failures, funding and asset concentration, interest rate movement and risks pertaining to liquidity and solvency, as any other financial sector player.
Business Review
The Company''s operations continue to be mainly focused in the areas of Inter- corporate Investments, Capital Market activities and Financing. Segment-wise brief outline of financial and operational performance during the year under report is as under:
(i) Investments
The Company''s investment portfolio is reviewed from time to time to buy securities to add to the Portfolio or to sell in order to make Capital gains. Details of the Company''s investments are given under Note No. 7 to Financial Statements of the Company for the year ended on 31st March, 2018. The total worth of Company''s Quoted and Unquoted Investments in Shares and Securities (Including Stock-in-trade) as at 31st March, 2018 is Rs. 4305.22 Lacs (Previous Year Rs.4718.40 Lacs) which is 48.31% (Previous Year 70.22%) higher than related Book Value. The decrease in Book Value from 70.22% to 48.31% is mainly on account of decrease in the market value of some of the shares, purchase of new shares at current-higher rates and sale of old-low cost shares from Non-current Investment portfolio.
During the year under report the Company:
(a) has made disinvestment of Rs. 568.29 Lacs from its Non-current Quoted Equity Investments as against Rs. 191.27 Lacs in the Previous Year.
(b) Booked a net profit of Rs. 731.26 Lacs on sale of Non-Current investments as against Rs. 682.95 Lacs in the previous year.
(c) earned income by way of Dividend of Rs. 103.94 Lacs against Rs. 108.02 Lacs in the previous year which inter alia includes Rs. 93.03 Lacs (Previous year Rs. 93.03 Lacs) received from Standard Industries Ltd.
After the close of the Financial Year ended on March 31, 2018, the Company has booked Net Capital Gain of Rs.13.03 Lacs on sale of certain Non-Current Investments in shares of the aggregate book value of Rs. 329.17 Lacs.
(ii) Finance
Interest on Inter-corporate Deposit:
As the Company has waived-off the interest from Surcot Trading Private Limited for the year, the Company has not earned any interest income on Inter-Corporate Deposits as against Rs. 141.26 Lacs in the previous year.
Opportunities and Threats
As various factors are posing constant threats and high volatility in the Capital Markets, it appears beneficial to diversify the portfolio to reduce the risk and insulate from the vagaries of stock-market. Mutual Funds help to reduce risk through diversification and professional management and therefore, the Company invests its surplus funds in debt/equity oriented Mutual Funds. One of the biggest advantages of Mutual Fund investment is Liquidity. Open-end funds provide option to redeem on demand, which is beneficial during rising or falling markets. The management is exploring other avenues of business.
Outlook
The Company intends to continue focusing on capital market activities including trading in securities and emerging products in derivatives.
Risk and Concern
The Company is exposed to specific risks that are particular to its business and the environment within which it operates, including interest rate volatility, economic cycle, credit and market risks. The Company has quoted investments which are exposed to fluctuations in stock prices. These investments represent a material portion of the Company''s business and are vulnerable to fluctuations in the stock markets. Any decline in prices of the Company''s quoted investments may affect its financial position and the results of its operations. It continuously monitors its market exposure and tries to manage these risks by following prudent business and risk management practices.
Adequacy of Internal Control
The Company has a proper and adequate system of internal control in all spheres of its activities to ensure that all its assets are safeguarded and protected against loss from unauthorized use or disposition and that the transactions are authorized, recorded and reported diligently. The Internal control is supplemented by an effective internal audit being carried out by an external firm of Chartered Accountants.
The Company ensures adherence to all internal control policies and procedures as well as compliances with all regulatory guidelines.
The Audit Committee of the Board of Directors reviews the adequacy of internal controls.
Human Resources
Relations remained cordial with employees at all levels during the year.
CORPORATE GOVERNANCE
The Company has complied with applicable provisions of Corporate Governance as provided under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate report on Corporate Governance compliance is included as a part of the Annual Report along with the Auditors'' Certificate.
DEPOSITS
Your Company has not accepted any public deposits during the year under review.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 134(5) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, the Directors confirm that:
1. In the preparation of the annual accounts for the financial year ended 31st March, 2018, the applicable accounting standards have been followed and that there are no material departures from the same;
2. Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018 and of the profit for the year ended on that date;
3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
4. The annual Accounts for the Financial Year ended 31st March, 2018 have been prepared on a ''going concern'' basis.
5. Proper internal financial controls werein place and that the financial controls were adequate and were operating effectively.
6. Proper systems devised to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
SUBSIDIARY COMPANIES
The Company''s wholly owned subsidiary, Stan Plaza Limited is a Non-Listed Company, having its Registered Office at Mumbai. As on March 31, 2018, in accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, it will be termed as a Non-Material Subsidiary of the Company.
Stanrose Mafatlal Lubechem Limited - In Liquidation, a substantially owned subsidiary of the Company was ordered to wind-up by the High Court of Mumbai vide its Order dated June 10, 2011 and appointed the Official Liquidator to take charge of its Assets, Bank Accounts, Books of Accounts, Affairs, Business and Properties with all powers under the then provisions of the Companies Act, 1956.
In compliance with the requirements of the provisions of Section 129(3) read with Rule 5 of Companies (Accounts) Rules, 2014, a Statement in Form AOC-1 containing the salient features of financial statements in respect of Stan Plaza Limited, a wholly owned subsidiary of the Company has been included as a part of this Annual Report. Stanrose Mafatlal Lubechem Limited being inoperative, its details are not disclosed in Form AOC-1.
The Company has framed a "Policy for Determining Material Subsidiaries'' for identifying material subsidiaries and to provide governance framework for such material subsidiaries. The policy is available on the website of the Company, www.stanrosefinvest.com.
PROPOSED MERGER
The Board of Directors of the Company, at its meeting held on 13th March, 2018 had approved the proposed Scheme of Amalgamation of Surcot Trading Private Limited and Umiya Real Estate Private Limited ("the Transferor Companies") with Stanrose Mafatlal Investments and Finance Limited ("the Transferee Company") to be undertaken by way of a scheme of arrangement, subject to receipt of all necessary consents and approvals, including the approval of shareholders and creditors (if any) and the sanction of the Hon''ble National Company
Law Tribunal, SEBI, BSE Limited and such other competent authorities as may be applicable.
The Company has already filed an application on 21st April, 2018 for obtaining no-objection certificate from BSE Limited.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements (CFS) of the Company and its wholly owned subsidiary Company viz. Stan Plaza Limited (SPL) are prepared in accordance with the provisions of Schedule III of the Companies Act, 2013 and relevant Accounting Standards issued by the Institute of Chartered Accountants of India, as applicable to the Company and form part of this Annual Report. These Statements have been prepared on the basis of audited financial statements received from SPL as approved by its Board. Stanrose Mafatlal Lubechem Ltd., a substantially owned subsidiary Company being inoperative, its financial statements are not considered in preparation of CFS.
DIRECTORATE
In terms of Section 152 of the Companies Act, 2013, Smt. Datta B. Dave, a Non-Independent, Non-Executive Director of the Company is retiring by rotation and being eligible offers herself for re-appointment. Brief resume of Smt. Dave, as required under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is covered in the notes of the Notice of the 38th AGM of the Company.
All Independent Directors have given their declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.
None of the Directors of the Company is disqualified from being appointed or re-appointed as a Director as specified under Section 164 of the Companies Act, 2013.
KEY MANAGERIAL PERSONNEL
Shri Bharat N. Dave resigned from the post of Chief Executive Officer w.e.f. 24th April, 2017. Your Directors place on record their appreciation for the valuable services rendered by Shri Dave during his tenure as a CEO of the Company. In order to fill in his vacancy the Board has appointed Shri Madhusudan J. Mehta, an existing Director as a CEO. Shri Harshad V. Mehta, Chief Financial Officer and Shri Soham A. Dave, Company Secretary, are the other two Key Managerial Personnel appointed by the Company to inter alia shoulder the responsibilities in their respective fields as envisaged under the provisions of the Companies Act, 2013.
FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS
The Board of Directors has adopted a Familiarization Programme for Independent Directors of the Company and posted the same on the website of the Company viz. www.stanrosefinvest.com. The Programme aims to provide insights into the Company to enable the Independent Directors to understand and significantly contribute to its business.
AUDITORS
Statutory Auditors
At the 37th Annual General Meeting, M/s Manubhai & Shah, LLP Chartered Accountants (Firm Regn. No. 106041W/W100136), Ahmedabad, were appointed as the Statutory Auditors of the Company to hold office from the conclusion of the 37th AGM to the conclusion of the 42nd AGM (subject to ratification of the appointment by the members at every AGM held after this AGM).The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013 and that they are not disqualified for such appointment within the meaning of Section 141 of the Companies Act, 2013.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Messrs Manoj Hurkat and Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure A".
The Report confirms that the Company has complied with all the applicable provisions of the Companies Act, 2013, Reserve Bank of India Act, 1934, Equity Listing Agreement/ SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Depositories Act, 1996, Securities Contracts (Regulation) Act, 1956, SEBI (Prohibition of Insider Trading) Regulations, 2015, SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and various Regulations and Guidelines as applicable to the Company.
CORPORATE SOCIAL RESPONSIBILITY
In accordance with the provisions of Section 135 of the Companies Act, 2013 and the rules made thereunder, the Company has constituted a Corporate Social Responsibility Committee of Directors. The role of the Committee is to review the CSR activities of the Company periodically and recommend the Board the amount of expenditure to be incurred on the CSR activities annually.
Annual Report on CSR activities carried out by the Company during F.Y. 2017-18 is enclosed as "Annexure -B" to this report.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee comprises of Shri Kersi J. Pardiwalla, Chairman, Shri Arun P. Patel and Shri Rajesh Jaykrishna, members. The role and responsibilities, Company''s policy on directors'' appointment and remuneration including the criteria for determining the qualifications, positive attributes, independence of a director and other related matters are in conformity with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
AUDIT COMMITTEE
The information relating to the composition of the Committee, scope & term of reference, no. of meetings held and attendance, etc. during the year under report, are provided in the Corporate Governance Report.
EVALUATION OF BOARD, COMMITTEES AND DIRECTORS
A detailed exercise for evaluation of the performance of the Board, its various Committees, viz. Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Stakeholders'' Relationship Committee as also the performance of individual Directors was carried out by the Board. The performance of the Board and that of its Committees was evaluated on the basis of various parameters like adequacy of its Composition, Board Culture, Execution and Performance of Specific Duties, Obligations and Governance, etc. The evaluation of individual Director and that of the Chairman of the Board was on the basis of various factors like their attendance, level of their engagement and contribution, independency of judgment, their contribution in safeguarding the interest of the Company, etc. The Board recorded its satisfaction over the performance of its various Committees, its directors individually as well as the collective efforts put in by the Board in enhancing and safeguarding the interest of the Company as a whole.
DISCLOSURE OF RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES'' REMUNERATION, ETC.
The particulars of ratio of remuneration of each director to median remuneration of the employees of the Company for the financial year under report, percentage increase in remuneration of each Director and KMP, etc. more particularly described under Section 197(12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in "Annexure C" to this Report.
PARTICULARS OF LOANS AND INVESTMENTS
The Company being a Non-Banking Financial Company registered with Reserve Bank of India with the principal business, inter alia, of Inter-Corporate Financing, the provisions of Section 186 except sub-section (1) are not applicable to it. Hence no particulars thereof as envisaged under Section 134(3)(g) are covered in this Report.
RELATED PARTY TRANSACTIONS
The particulars of contracts or arrangements entered by the Company with related parties which are subsisting during the year under Report are provided under "Annexure D" in Form AOC - 2. The Company has framed a ''Policy on Related Party Transactions'' for determining related parties, transactions on arm''s length basis and procedures to be followed for obtaining various approvals, etc. The policy is available on the website of the company, www.stanrosefinvest.com. As regards the justification for entering into related party transactions, it may be noted that the same are entered into due to business exigencies and are in the best interest of the Company.
ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE
Pursuant to the requirement under Section 134(3) of the Companies Act, 2013, read with Rule 8 of Companies (Accounts) Rules, 2014:
(a) The Company has no activity involving conservation of energy or technology absorption.
(b) The Company does not have any Foreign Exchange Earnings.
(c) Outgo under Foreign Exchange - Rs.28.82 Lacs.
SEXUAL HARASSMENT
Entire staff in the Company is working in a most congenial manner and there is no occurrences of any incidents of sexual harassment during the year.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Board has approved and adopted "Vigil Mechanism/ Whistle Blower Policy" in the Company. The Brief details of establishment of this Policy are provided in the Corporate Governance Report.
RISK MANAGEMENT POLICY
The Company has formalized risk management system by formulating and adopting Risk Management Policy to identify, evaluate, monitor and minimize the identifiable business risks in the Organization.
EXTRACT OF ANNUAL RETURN
The extract of the Annual Return in Form MGT 9 is provided in "Annexure E" to this Report.
PARTICULARS OF EMPLOYEES
The Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The Statement containing particulars of employees as required under Section 197 of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary in the regard.
ACKNOWLEDGEMENTS
Your Directors sincerely express their deep appreciation to employees at all levels, bankers, customers and shareholders for their sustained support and co-operation and hope that the same will continue in future.
For and on behalf of the Board
Pradeep R. Mafatlal
Chairman
Place: Mumbai
Dated: May 2, 2018.
Mar 31, 2016
To
The Members,
STANROSE MAFATLAL INVESTMENTS AND FINANCE LIMITED
The Directors have pleasure in presenting the Thirty-Sixth Annual Report together with the Audited Statements of Account of the Company for the financial year ended 31st March, 2016.
FINANCIAL RESULTS
(Rupees in Lacs)
|
Rupees |
Rupees |
|
|
Total Income |
1095.07 |
1071.88 |
|
Gross Profit |
752.74 |
735.91 |
|
Less: Depreciation |
32.44 |
36.11 |
|
Profit before Tax |
720.30 |
699.80 |
|
Less: Provision for Taxation |
122.58 |
112.17 |
|
Short Provision for taxation in |
||
|
respect of earlier years (Net) |
â |
107.14 |
|
Profit after Tax |
597.72 |
480.49 |
|
Add: Profit brought forward |
||
|
from Previous Year |
1228.43 |
1140.75 |
|
Balance Available for |
||
|
Appropriations |
1826.15 |
1621.24 |
|
Less: Transfer to Reserve |
||
|
u/s. 45 IC of RBI Act, 1934 |
125.00 |
96.50 |
|
Transfer to General Reserve-I |
10.00 |
5.75 |
|
Transfer to General Reserve-II |
â |
4.02 |
|
Proposed Dividend |
238.08 |
238.08 |
|
Tax on Dividend |
48.46 |
48.46 |
|
Balance carried forward |
1404.61 |
1228.43 |
DIVIDEND
Your Directors recommend a Dividend of Rs.6/- per share (Previous Year Rs.6/-) on 39,67,920 Equity Shares of Rs.10 each aggregating to Rs.286.54 Lacs (inclusive of dividend tax) for the financial year ended on 31st March, 2016. If approved by the Shareholders at the forthcoming Annual General Meeting to be held on 27th July, 2016, the said dividend will be paid on 8th August, 2016 or thereafter, to (i) those shareholders whose names appear on the Register of Members of the Company on 20th July, 2016 and (ii) those whose names as beneficial owners are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, for the purpose.
MANAGEMENT DISCUSSION AND ANALYSIS (MD&A) FINANCIAL REVIEW
The total income for the year was Rs.1095.07 Lacs as compared to Rs.1071.88 Lacs in the previous year. Depreciation was Rs.32.44 Lacs (Previous Year Rs.36.11 Lacs). The decrease in depreciation is mainly on account of change in charging provisions under the Companies Act, 2013, based on useful life of asset instead of fixed percentage under the Companies Act, 1956. The Provision for Taxation for the year under report was Rs.122.58 Lacs. Profit after tax was Rs.597.72 Lacs. The total income and the profit for the year are higher, mainly on account of higher booking of profit on sale of non-current investments by Rs.118.14 Lacs.
An amount of Rs.125.00 Lacs was transferred to Statutory Reserve Fund pursuant to Section 45 IC of RBI Act, 1934, an amount of Rs.10.00 Lacs was transferred to General Reserve I, during the year under review.
The Net Worth of the Company as at 31st March, 2016 stood at Rs.5312.38 Lacs as against Rs.5001.20 Lacs on 31st March, 2015.
NBFCINDUSTRY
The NBFC (Non-Banking Finance Company) sector has evolved considerably in terms of its size, operations, technological sophistication, and entry into newer areas of financial services and products. NBFCs are now deeply interconnected with the entities in the financial sector, on both sides of their balance sheets.
Being financial entities, they are exposed to risks arising out of counterparty failures, funding and asset concentration, interest rate movement and risks pertaining to liquidity and solvency, as any other financial sector player.
Business Review
The Company''s operations continue to be mainly focused in the areas of Inter- corporate Investments, Capital Market activities and Financing. Segment-wise brief outline of financial and operational performance during the year under report is as under:
(i) Investments
The Company''s investment portfolio is reviewed from time to time to buy securities to add to the Portfolio or to sell in order to make Capital gains. Details of the Company''s investments are given under Note No. 7 to Financial Statements of the Company for the year ended as at 31st March, 2016. The total worth of Company''s Quoted and Unquoted Investments in Shares and Securities (Including Stock-in-trade) as at 31st March, 2016 is Rs. 4741.47 Lacs (Previous Year Rs. 5404.98 Lacs) which is 98.08% (Previous Year 128.82%) higher than related Book Value. The decrease of Book Value from 128.82% to 98.08% is mainly on account of decrease in the market value of some of the shares, purchase of new shares at current-higher rates and sale of old-low cost shares from Noncurrent Investment portfolio.
During the year under report the Company:
(a) has made disinvestment of Rs.66.74 Lacs from its Non-current Quoted Equity Investments as against Rs.456.91 Lacs in the Previous Year.
(b) Booked a net profit of Rs.846.05 Lacs on sale of Non-Current investments as against Rs.727.90 Lacs in the previous year.
(c) earned income by way of Dividend of Rs.116.63 Lacs against Rs.123.06 Lacs in the previous year which inter alia includes Rs.93.03 Lacs (Previous year Rs.93.03 Lacs) received from Standard Industries Ltd.
After the close of the Financial Year ended on March 31, 2016, the Company has booked Net Capital Gain of Rs. 87.23 Lacs on sale of certain Non-Current Investments in shares of the aggregate book value of Rs. 1.69 Lacs.
(ii) Finance
(a) Interest on Inter-corporate Deposit:
During the year under report the Company earned interest income on Inter Corporate Deposits of Rs. 131.31 Lacs as against Rs.119.56 Lacs in the previous year.
b) Interest on Real Estate Exposure:
As reported last year, the Company acquired the remaining 50% stake held by Standard Industries Ltd. (SIL) in Stan Plaza Limited (SPL), a real estate business company and thus became its sole beneficial owner, besides the land owned by SPL at Pune for and on behalf of the Company and SIL equally.
During the year under report, the Company provided an additional amount of Rs.148.00 Lacs (Previous Year Rs.715.47 Lacs) as interest-free Unsecured Loan to SPL, pursuant to the undertaking entered into by the Company and SPL for exposure in real estate as aforesaid.
Opportunities and Threats
As various factors are posing constant threats and high volatility in the Capital Markets, it appears beneficial to diversify the portfolio to reduce the risk and insulate from the vagaries of stock-market. Mutual Funds help to reduce risk through diversification and professional management and therefore, the Company invests its surplus funds in debt/equity oriented Mutual Funds. One of the biggest advantages of Mutual Fund investment is Liquidity. Open-end funds provide option to redeem on demand, which is beneficial during rising or falling markets. The management is exploring other avenues of business.
Outlook
The Company intends to continue focusing on capital market activities including trading in securities and emerging products in derivatives.
Risk and Concern
The Company is exposed to specific risks that are particular to its business and the environment within which it operates, including interest rate volatility, economic cycle, credit and market risk. The Company has quoted investments which are exposed to fluctuations in stock prices. These investments represent a material portion of the Company''s business and are vulnerable to fluctuations in the stock markets. Any decline in prices of the Company''s quoted investments may affect its financial position and the results of its operations. It continuously monitors its market exposure and tries to manage these risks by following prudent business and risk management practices.
Adequacy of Internal Control
The Company has a proper and adequate system of internal control in all spheres of its activities to ensure that all its assets are safeguarded and protected against loss from unauthorized use or disposition and that the transactions are authorized, recorded and reported diligently. The Internal control is supplemented by an effective internal audit being carried out by an external firm of Chartered Accountants.
The Company ensures adherence to all internal control policies and procedures as well as compliances with all regulatory guidelines.
The Audit Committee of the Board of Directors reviews the adequacy of internal controls.
Human Resources
Relations remained cordial with employees at all levels during the year.
CORPORATE GOVERNANCE
During the year under Report Securities & Exchange Board of India (SEBI) introduced new Listing Regulations, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, effective from December 1, 2015. The Company has complied with applicable provisions of Corporate Governance of the new Listing Regulations. A separate report on Corporate Governance compliance is included as a part of the Annual Report along with the Auditors'' Certificate.
FIXED DEPOSITS
Your Company has not accepted any public deposits during the year under review.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 134(5) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, the Directors confirm that:
1. In the preparation of the annual accounts for the financial year ended 31st March, 2016, the applicable accounting standards have been followed and that there are no material departures from the same;
2. Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2016 and of the profit for the year ended on that date;
3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
4. The annual Accounts for the Financial Year ended 31st March, 2016 have been prepared on a ''going concern'' basis.
5. Proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.
6. Proper systems devised to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
SUBSIDIARY COMPANIES
The Company''s wholly owned subsidiary, Stan Plaza Limited (SPL) is a Non-listed Company, having its Registered Office at Mumbai. As reported last year, it was a material subsidiary of the Company under the then Listing Agreement. As on March 31, 2016, in accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, it will be termed as a Non-Material Subsidiary of the Company.
Stanrose Mafatlal Lubechem Limited - In Liquidation, a substantially owned subsidiary of the Company was ordered to wind-up by the High Court of Mumbai vide its Order dated June 10, 2011 and appointed the Official Liquidator to take charge of its Assets, Bank Accounts, Books of Accounts, Affairs, Business and Properties with all powers under the then provisions of the Companies Act, 1956.
In compliance with the requirements of the provisions of Section 129(3) read with Rule 5 of Companies (Accounts) Rules, 2014, a Statement in Form AOC-1 containing the salient features of financial statements in respect of Stan Plaza Limited, a wholly owned subsidiary of the Company has been included as a part of this Annual Report. Stanrose Mafatlal Lubechem Limited being inoperative, its details are not disclosed in Form AOC-1.
The Company has framed a ''Policy for Determining Material Subsidiaries'' for identifying material subsidiaries and to provide governance framework for such material subsidiaries. The policy is available on the website of the Company, www.stanrosefinvest.com.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements (CFS) of the Company and its wholly owned subsidiary Company viz. Stan Plaza Limited (SPL) are prepared in accordance with the provisions of Schedule III of the Companies Act, 2013 and relevant Accounting Standards issued by the Institute of Chartered Accountants of India, as applicable to the Company and form part of this Annual Report. These Statements have been prepared on the basis of audited financial statements received from SPL as approved by its Board. Stanrose Mafatlal Lubechem Ltd., a substantially owned subsidiary Company being inoperative, its financial statements are not considered in preparation of CFS.
DIRECTORATE
In terms of Section 152 of the Companies Act, 2013, Shri Pradeep R. Mafatlal, a Non-Independent, Non-Executive Director of the Company is retiring by rotation and being eligible offers himself for re-appointment.
Brief resume of Shri Mafatlal, as required under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is covered in the notes of the Notice of the 36th AGM of the Company.
All Independent Directors have given their declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.
None of the Directors of the Company is disqualified from being appointed or re-appointed as a Director as specified under Section 164 of the Companies Act, 2013.
KEY MANAGERIAL PERSONNEL
As reported last year, the Company had appointed three Key Managerial Personnel, viz. Shri Bharat N. Dave, Chief Executive Officer, Shri Girish R. Shah, Vice President (Legal) & Company Secretary and Shri Harshad V. Mehta, Chief Financial Officer, to inter alia shoulder the responsibilities in their respective fields as envisaged under the provisions of the Companies Act, 2013.
During the year, Shri Girish R. Shah, tendered his resignation from the services of the Company, effective from the close of March 31, 2016. Accordingly the Board of Directors at its Meeting held on February 12, 2016, has appointed Shri Soham A. Dave, as Company Secretary, with effect from April 1, 2016.
FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS
The Board of Directors has adopted a Familiarization Programme for Independent Directors of the Company and posted the same on the website of the Company viz. www.stanrosefinvest.com. The Programme aims to provide insights into the Company to enable the Independent Directors to understand and significantly contribute to its business
AUDITORS AND AUDITORS'' REPORT
Statutory Auditors
At the 34th Annual General Meeting, M/s. C. C. Chokshi & Co., Chartered Accountants, were reappointed as the Statutory Auditors of the Company to hold office from the conclusion of that Meeting to the conclusion of the fourth consecutive AGM (subject to ratification of its appointment by the members at every AGM held after that AGM). The Company has received a letter from them to the effect that their appointment, if ratified, would be within the prescribed limits under Section 139 of the Companies Act, 2013 and that they are not disqualified for such appointment within the meaning of Section 141 of the Companies Act, 2013.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Messrs Manoj Hurkat & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure A".
The Report confirms that the Company has complied with all the applicable provisions of the Companies Act, 2013, Reserve Bank of India Act, 1934, Non-Systemically Important Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2015, Equity Listing Agreement/SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Depositories Act, 1996, Securities Contracts (Regulation) Act, 1956, SEBI (Prohibition of Insider Trading) Regulations, 1992/2015, SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and various Regulations and Guidelines as applicable to the Company.
CORPORATE SOCIAL RESPONSIBILITY
In accordance with the provisions of Section 135 of the Companies Act, 2013 and the rules made thereunder, the Company has constituted Corporate Social Responsibility Committee of Directors. The role of the Committee is to review the CSR activities of the Company periodically and recommend the Board the amount of expenditure to be incurred on the CSR activities annually.
Annual Report on CSR activities carried out by the Company during F.Y. 2015-16 is enclosed as "Annexure B" to this report.
NOMINATION AND REMUNERATION COMMITTEE
The Board of Directors has constituted a Nomination and Remuneration Committee comprising of Shri Framroz M. Pardiwalla, Chairman, Shri Russi Jal Taraporevala and Shri Kersi J. Pardiwalla, members. The role and responsibilities, Company''s policy on directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other related matters are in conformity with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
AUDIT COMMITTEE
The information relating to the composition of the Committee, scope & term of reference, no. of meetings held and attendance, etc. during the year under report, are provided in the Corporate Governance Report.
EVALUATION OF BOARD, COMMITTEES AND DIRECTORS
A detailed exercise for evaluation of the performance of the Board, its various Committees, viz. Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders'' Relationship Committee and Share Transfer Committee as also the performance of individual Directors was carried out by the Board. The performance of the Board and that of its Committees was evaluated on the basis of various parameters like adequacy of its Composition, Board Culture, Execution and Performance of Specific Duties, Obligations and Governance, etc. The evaluation of individual Directors and that of the Chairman of the Board was on the basis of various factors like their attendance, level of their engagement and contribution, independency of judgment, their contribution in safeguarding the interest of the Company, etc. The Board recorded its satisfaction over the performance of its various Committees, its directors individually as well as the collective efforts put in by the Board in enhancing and safeguarding the interest of the Company as a whole.
DISCLOSURE OF RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES'' REMUNERATION, ETC.
The particulars of ratio of remuneration of each director to median remuneration of the employees of the Company for the financial year under report, percentage increase in remuneration to each Director and KMP, etc. more particularly described under Section 197(12) of the Companies Act, 2013 and Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in "Annexure C" to this Report.
PARTICULARS OF LOANS AND INVESTMENTS
The Company being a Non-Banking Financial Company registered with Reserve Bank of India with the principal business, inter alia, of Inter-Corporate Financing, the provisions of Section 186 except sub-section (1) are not applicable to it. Hence no particulars thereof as envisaged under Section 134(3)(g) are covered in this Report.
RELATED PARTY TRANSACTIONS
The particulars of contracts or arrangements entered by the Company with related parties which are subsisting during the year under Report are provided under "Annexure D" in Form AOC - 2. The Company has framed a ''Policy on Related Party Transactions'' for determining related parties, transactions on arm''s length basis and procedures to be followed for obtaining various approvals, etc. The policy is available on the website of the company www.stanrosefinvest.com. As regards justification for entering into related party transactions, it may be noted that the same are entered into due to business exigencies and are in the best interest of the Company.
ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE
Pursuant to the requirement under Section 134(3) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014:
(a) The Company has no activity involving conservation of energy or technology absorption.
(b) The Company does not have any Foreign Exchange Earnings.
(c) Outgo under Foreign Exchange - Rs.15.18 Lacs.
SEXUAL HARASSMENT
Entire staff in the Company is working in a most congenial manner and there are no occurrences of any incidents of sexual harassment during the year.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Board has approved and adopted "Vigil Mechanism/ Whistle Blower Policy" in the Company. The Brief details of establishment of this Policy are provided in the Corporate Governance Report.
RISK MANAGEMENT POLICY
The Company has formalized risk management system by formulating and adopting Risk Management Policy to identify, evaluate, monitor and minimize the identifiable business risks in the Organization.
EXTRACT OF ANNUAL RETURN
The extract of the Annual Return in Form MGT-9 is provided in "Annexure E" to this Report.
PARTICULARS OF EMPLOYEES
The Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
ACKNOWLEDGEMENTS
Your Directors sincerely express their deep appreciation to employees at all levels, bankers, customers and shareholders for their sustained support and co-operation and hope that the same will continue in future.
For and on behalf of the Board
Pradeep R. Mafatlal
Chairman
Place: Mumbai
Dated: April 27, 2016.
Mar 31, 2015
The Members,
STANROSE MAFATLAL INVESTMENTS AND FINANCE LIMITED
The Directors have pleasure in presenting the Thirty-fifth Annual
Report together with the Audited Statements of Account of the Company
for the financial year ended 31st March, 2015.
FINANCIAL RESULTS: (Rupees in Lacs)
Current Year Previous Year
Rupees Rupees
Total Income 1071.88 730.63
Gross Profit 735.91 408.37
Less:Depreciation 36.11 24.03
Profit before Tax 699.80 384.34
Less: Provision for Taxation 112.17 53.50
Short Provision for taxation in
respect of earlier years (Net) 107.14 -
Profit after Tax 480.49 330.84
Add: Profit brought forward
from Previous Year 1140.75 1164.06
Balance Available for
Appropriations 1621.24 1494.90
Less:Transfer to Reserve
u/s. 45 IC of RBI Act, 1934 96.50 66.50
Transfer to General Reserve-I 5.75 33.25
Transfer to General Reserve-I I 4.02 -
Proposed Dividend 238.08 238.08
Tax on Dividend 48.46 40.46
Add:Transfer from General Reserve II
(for diminution of certain Non-current
Investments) - 24.13
Balance carried forward 1228.43 1140.74
DIVIDEND
Your Directors recommend a Dividend of Rs. 6/- (Previous Year Rs.6/-)
per share on 39,67,920 Equity Shares of Rs.10 each aggregating to Rs.
286.54 Lacs (inclusive of dividend tax) for the financial year ended on
31st March, 2015. If approved by the Shareholders at the forthcoming
Annual General Meeting to be held on 12th August, 2015, the said
dividend will be paid on 24th August, 2015 or thereafter, to (i) those
shareholders whose names appear on the Register of Members of the
Company on 5th August, 2015 and (ii) those whose names as beneficial
owners are furnished by National Securities Depository Limited and
Central Depository Services (India) Limited, for the purpose.
MANAGEMENT DISCUSSION AND ANALYSIS (MD&A) FINANCIAL REVIEW
The total income for the year was Rs. 1071.88 Lacs as compared to
Rs.730.63 Lacs in the previous year. Depreciation was Rs. 36.11 Lacs
(Previous Year Rs. 24.03 Lacs). The increase in depreciation is mainly
on account of change in charging provisions under the Companies Act,
2013, based on useful life of asset instead of fixed percentage under
the Companies Act, 1956. The Provision for Taxation: (i) for the year
under report was Rs.112.16 Lacs and (ii) Short Provision in respect of
earlier years (net) was Rs.107.14 Lacs. Whereas the amount of
Contingent Liabilities not provided for in respect of disputed demands
of Income-tax as at 31st March, 2015 stood reduced to Rs.4.99 Lacs as
against Rs.153.11 Lacs as at 31st March, 2014. Profit after tax was Rs.
480.49 Lacs. The total income and the profit for the year are higher,
mainly on account of higher booking of profit on sale of non-current
investments by Rs.247.56 Lacs and increase in interest income on Inter
Corporate Financing by Rs.93.14 Lacs.
An amount of Rs.96.50 Lacs was transferred to Statutory Reserve Fund
pursuant to Section 45 IC of RBI Act, 1934, an amount of Rs.5.75 Lacs
was transferred to General Reserve I and Rs.4.02 Lacs to General
Reserve II, during the year under review.
The Net Worth of the Company as at 31st March, 2015 stood at Rs.
5001.20 Lacs as against Rs.4807.25 Lacs on 31st March, 2014.
NBFCINDUSTRY
The NBFC (Non-Banking Finance Company) sector has evolved considerably
in terms of its size, operations, technological sophistication, and
entry into newer areas of financial services and products. NBFCs are
now deeply interconnected with the entities in the financial sector, on
both sides of their balance sheets. Being financial entities, they are
exposed to risks arising out of counterparty failures, funding and
asset concentration, interest rate movement and risks pertaining to
liquidity and solvency, as any other financial sector player.
Business Review
The Company''s operations continue to be mainly focused in the areas of
Inter- corporate Investments, Capital Market activities and Financing.
Segment-wise brief outline of financial and operational performance
during the year under report is as under:
(i) Investments
The Company''s investment portfolio is reviewed from time to time to buy
securities to add to the Portfolio or to sell in order to make Capital
gains. Details of the Company''s investments are given under Note No. 7
to Financial Statements of the Company for the year ended as at 31st
March, 2015. The total worth of Company''s Quoted and Unquoted
Investments in Shares and Securities (Including Stock-in-trade) as at
31st March, 2015 is Rs.5404.98 Lacs (Previous Year Rs.4359.63 Lacs)
which is 128.82% (Previous Year 55.16%) higher than related Book Value.
The increase in appreciation of Book Value of portfolio from 55.16% to
128.82% is mainly on account of overall increase in market
capitalization.
During the year under report the Company:
(a) has made disinvestment of Rs.456.91 Lacs from its Non-current
Quoted Equity Investments as against Rs.37.59 Lacs in the previous
year.
(b) booked a net profit of Rs.727.90 Lacs on sale of Non-Current
investments as against Rs. 480.34 Lacs in the previous year.
(c) earned income by way of Dividend of Rs.123.06 Lacs against
Rs.129.68 Lacs in the previous year which inter alia includes Rs.93.03
Lacs (Previous year Rs.93.03 Lacs) received from Standard Industries
Ltd.
After the close of the Financial Year ended on March 31, 2015, the
Company has booked Net Capital Gain of Rs.106.68 Lacs on sale of
certain Non-Current Investments in shares of the aggregate book value
of Rs.12.33 Lacs.
(ii) Trading in Securities
During the year under review, the Company made a profit from trading in
securities of Rs. 20.20 Lacs (Previous Year Rs. 14.01 Lacs), mainly on
redemption of Units held in Mutual Funds.
(iii) Finance
(a) Interest on Inter-corporate Deposit:
During the year under report the Company earned interest income on
Inter Corporate Deposits of Rs.119.56 Lacs as against Rs. 105.76 Lacs
in the previous year.
(b) Interest on Real Estate Exposure:
Till last year no income was earned on the amount provided as loan to
Stan Plaza Limited (SPL) for taking exposure in real estate business on
behalf of the Company. During the year, SPL got credit on the amount it
extended to a real estate business company on our behalf. Accordingly
SPL gave credit of Rs.79.34 Lacs as interest to the Company as per
mutual understanding.
During the year, the Company on taking additional exposure to the
extent of balance 50% share of Standard Industries Ltd. (SIL), has
become the sole beneficial owner of the stake held by SPL in a real
estate business company besides SPL holding land at Pune for and on
behalf of the Company and SIL equally.
Opportunities and Threats
As various factors are posing constant threats and high volatility in
the Capital Markets, it appears beneficial to diversify the portfolio
to reduce the risk and insulate from the vagaries of stock-market.
Mutual Funds help to reduce risk through diversification and
professional management and therefore, the Company invests its surplus
funds in debt/equity oriented Mutual Funds. One of the biggest
advantages of Mutual Fund investment is Liquidity. Open-end funds
provide option to redeem on demand, which is beneficial during rising
or falling markets. The management is exploring other avenues of
business.
Outlook
The Company intends to continue focusing on capital market activities
including trading in securities and emerging products in derivatives.
Risk and Concern
The Company is exposed to specific risks that are particular to its
business and the environment within which it operates, including
interest rate volatility, economic cycle, credit risk and market risk.
The Company has quoted investments which are exposed to fluctuations in
stock prices. These investments represent a material portion of the
Company''s business and are vulnerable to fluctuations in the stock
markets. Any decline in prices of the Company''s quoted investments may
affect its financial position and the results of its operations. It
continuously monitors its market exposure and tries to manage these
risks by following prudent business and risk management practices.
Adequacy of Internal Control
The Company has a proper and adequate system of internal control in all
spheres of its activities to ensure that all its assets are safeguarded
and protected against loss from unauthorized use or disposition and
that the transactions are authorized, recorded and reported diligently.
The Internal control is supplemented by an effective internal audit
being carried out by an external firm of Chartered Accountants.
The Company ensures adherence to all internal control policies and
procedures as well as compliances with all regulatory guidelines.
The Audit Committee of the Board of Directors reviews the adequacy of
internal controls.
Human Resources
Relations remained cordial with employees at all levels during the
year.
CORPORATE GOVERNANCE
During the year under Report SEBI introduced revised Clause 49 in the
Listing Agreement.The Company has complied with applicable provisions
of Corporate Governance under Clause 49 of the Listing Agreement with
BSE. A separate report on Corporate Governance compliance is included
as a part of the Annual Report along with the Auditors'' Certificate.
FIXED DEPOSITS
Your Company has not accepted any public deposits during the year under
review.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 134(5) of the Companies Act,
2013, with respect to Directors'' Responsibility Statement, the
Directors confirm that:
1. In the preparation of the annual accounts for the financial year
ended 31st March, 2015, the applicable accounting standards have been
followed and that there are no material departures from the same;
2. Accounting policies selected were applied consistently. Reasonable
and prudent judgments and estimates were made so as to give a true and
fair view of the state of affairs of the Company as at 31st March, 2015
and of the profit for the year ended on that date;
3. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 2013, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
4. The Annual Accounts for the Financial Year ended 31st March, 2015
have been prepared on a "going concern'' basis.
5. Proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively.
6. Proper systems devised to ensure compliance with the provisions of
all applicable laws were in place and were adequate and operating
effectively.
SUBSIDIARY COMPANY
As reported hereinabove, since substantial part of the assets standing
in the name of Stan Plaza Limited (SPL) are now beneficially owned by
the Company, during the year under Report, the Company has taken it
over as its wholly owned subsidiary from Standard Industries Limited
(SIL).
SPL is a Non-Listed Company. The total investment (exposure) of the
Company in SPL being in excess of 20% of the consolidated Net Worth of
the Company, SPL shall be termed as our material subsidiary under the
Listing Agreement.
Stanrose Mafatlal Lubechem Limited - In Liquidation, a substantially
owned subsidiary of the Company was ordered to wind-up by the High
Court of Mumbai vide its Order dated June 10, 2011 and appointed the
Official Liquidator to take charge of its Assets, Bank Accounts, Books
of Accounts, Affairs, Business and Properties with all powers under the
provisions of the Companies Act, 1956.
In compliance with the requirements of the provisions of Section 129(3)
read with Rule 5 of Companies (Accounts) Rules, 2014, a Statement in
Form AOC-1 containing the salient features of financial statements in
respect of Stan Plaza Limited, a wholly owned subsidiary of the Company
has been included as a part of this Annual Report. Stanrose Mafatlal
Lubechem Limited being inoperative, its details are not disclosed in
Form AOC-1.
The Company has framed a "Policy for Determining Material Subsidiaries''
for identifying material subsidiaries and to provide governance
framework for such material subsidiaries. The policy is available on
the website of the Company viz. www.stanrosefinvest.com.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements (CFS) of the Company and its
wholly owned subsidiary Company viz. Stan Plaza Limited (SPL) are
prepared in accordance with the provisions of Schedule III of the
Companies Act, 2013 and relevant Accounting Standards issued by the
Institute of Chartered Accountants of India, as applicable to the
Company and form part of this Annual Report. These Statements have
been prepared on the basis of audited financial statements received
from SPL as approved by its Board. Stanrose Mafatlal Lubechem Ltd., a
substantially owned subsidiary Company being inoperative, its financial
statements are not considered in preparation of CFS.
DIRECTORATE
During the year, the Board of Directors appointed Mrs. Datta Bharat
Dave (DIN 06990663) as an Additional Director of the Company. She being
the spouse of Shri Bharat N. Dave, CEO of the Company, is treated as a
Non-Independent Director and being eligible, necessary Resolution for
her re-appointment as a Director of the Company is being put up at the
forthcoming Annual General Meeting, for the approval of the Members.
As reported last year, Shri Chetan J. Parikh resigned from the
directorship of the Company with effect from 13th May, 2014, in view of
his commitments abroad.
In terms of Section 152 of the Companies Act, 2013, Shri Kersi J.
Pardiwalla, a Non-Independent, Non-Executive Director of the Company is
retiring by rotation and being eligible offers himself for
re-appointment.
Brief resumes of Mrs Dave and Mr. Pardiwalla, as required under Clause
49 of the Listing Agreement, are covered in the notes of the Notice of
the 35th AGM of the Company.
All Independent Directors have given their declarations that they meet
the criteria of independence as laid down under Section 149(6) of the
Companies Act, 2013.
None of the Directors of the Company is disqualified from being
appointed or re-appointed as a Director as specified under Section 164
of the Companies Act, 2013.
KEY MANAGERIAL PERSONNEL
During the year under Report, the Company has appointed three Key
Managerial Personnel, viz. Shri Bharat N. Dave, Chief Executive
Officer, Shri Girish R. Shah, Vice President (Legal) & Company
Secretary and Shri Harshad V. Mehta, Chief Financial Officer, to inter
alia shoulder the responsibilities in their respective fields as
envisaged under the provisions of the Companies Act, 2013.
FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS
During the year under Report, the Board of Directors has adopted the
Familiarization Programme for Independent Directors of the Company and
posted the same on the website of the Company viz.
www.stanrosefinvest.com. The Programme aims to provide insights into
the Company to enable the Independent Directors to understand and
significantly contribute to its business.
AUDITORS AND AUDITORS'' REPORT
STATUTORY AUDITORS
At the last AGM, M/s. C. C. Chokshi & Co., Chartered Accountants, were
reappointed as the Statutory Auditors of the Company to hold office
from the conclusion of that Meeting to the conclusion of the fourth
consecutive Annual General Meeting (subject to ratification of the
appointment by the members at every AGM held after that AGM). The
Company has received a letter from them to the effect that their
appointment, if ratified, would be within the prescribed limits under
Section 139 of the Companies Act, 2013 and that they are not
disqualified for such appointment within the meaning of Section 141 of
the Companies Act, 2013.
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed Messrs Manoj Hurkat
and Associates, a firm of Company Secretaries in Practice to undertake
the Secretarial Audit of the Company. The Secretarial Audit Report is
annexed herewith as "Annexure A".
The Secretarial Audit Report confirms that the Company has complied
with all the applicable provisions of the Companies Act, 1956/2013,
Reserve Bank of India Act, 1934, Non-Banking Financial (Non-Deposit
Accepting or Holding) Companies Prudential Norms (Reserve Bank)
Directions, 2007, Listing Agreement with the Stock Exchange,
Depositories Act, 1996, Securities Contracts (Regulation) Act, 1956,
Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 1992, Securities and Exchange Board of India (Substantial
Acquisition of Shares and Takeovers) Regulations, 2011 and various
Regulations and Guidelines as applicable to the Company.;
CORPORATE SOCIAL RESPONSIBILITY
As part of its initiative under Corporate Social Responsibility (CSR),
the Board of Directors has constituted a Corporate Social
Responsibility Committee comprising of Shri Shri Madhusudan J. Mehta as
Chairman, Shri Framroz M. Pardiwalla and Smt. Datta B. Dave, as other
members. Since the Net Profit for the year ended 31st March, 2015 is
more than Rs. 5 crores, it will now comply with the relevant provisions
of the Act, in due course.
NOMINATION AND REMUNERATION COMMITTEE
The Board of Directors at its Meeting held on 2nd August, 2014
constituted a Nomination and Remuneration Committee comprising of Shri
Framroz M. Pardiwalla as Chairman, Shri Russi Jal Taraporevala and Shri
Kersi J. Pardiwalla, as other members. The role and responsibilities,
Company''s policy on directors'' appointment and remuneration including
criteria for determining qualifications, positive attributes,
independence of a director and other related matters are in conformity
with the requirements of the Companies Act, 2013 and the Listing
Agreement.
AUDIT COMMITTEE
The Board of Directors at its meeting held on 2nd August, 2014
re-constituted the Audit Committee, comprising of four Independent
Non-Executive Directors, viz. Shri Framroz M. Pardiwalla, Chairman,
Shri Arun P. Patel, Shri Rajesh Jaykrishna and Shri Russi Jal
Taraporevala. The Scope of Audit Committee is enhanced in accordance
with the Companies Act, 2013 and the Listing Agreement. The
information relating to its term of reference, no. of meetings held and
attendance, etc. during the year under report, are provided in the
Corporate Governance Report.
EVALUATION OF BOARD, COMMITTEES AND DIRECTORS
A detailed exercise for evaluation of the performance of the Board, its
various Committees, viz. Audit Committee, Nomination and Remuneration
Committee, Stakeholders'' Relationship Committee and Share Transfer
Committee as also the performance of individual Directors was carried
out by the Board. The performance of the Board and that of its
Committees was evaluated on the basis of various parameters like
adequacy of its Composition, Board Culture, Execution and Performance
of Specific Duties, Obligations and Governance, etc. Whereas the
evaluation of individual Directors and that of the Chairman of the
Board was on the basis of various factors like their attendance, level
of their engagement and contribution, independency of judgment, their
contribution in safeguarding the interest of the Company, etc. The
Board recorded its satisfaction over the performance of its various
Committees, its directors individually as well as the collective
efforts put in by the Board in enhancing and safeguarding the interest
of the Company as a whole.
DISCLOSURE OF RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN
EMPLOYEES'' REMUNERATION, ETC.
The particulars of ratio of remuneration of each director to median
remuneration of the employees of the Company for the financial year
under report, percentage increase in remuneration to each Director and
KMP, etc. more particularly described under Section 197(12) of the
Companies Act, 2013 and Rule 5 of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, are given in
"Annexure B" to this Report.
PARTICULARS OF LOANS AND INVESTMENTS
The Company being a Non-Banking Financial Company registered with
Reserve Bank of India with the principal business, inter alia, of
Inter-Corporate Financing, the provisions of Section 186 except
sub-section (1) of the Companies Act, 2013 (the Act) are not applicable
to it. Hence no particulars thereof as envisaged under Section
134(3)(g) of the Act are covered in this Report.
RELATED PARTY TRANSACTIONS
The particulars of contracts or arrangements entered into by the
Company with related parties which are subsisting during the year under
Report are provided under "Annexure C" in Form AOC - 2. The Company has
framed a ''Policy on Related Party Transactions'' for determining related
parties, transactions on arm''s length basis and procedures to be
followed for obtaining various approvals, etc.The policy is available
on the website of the company viz. www.stanrosefinvest.com.
ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE
Pursuant to the requirement under Section 134(3) of the Companies Act,
2013, read with Rule 8 of Companies (Accounts) Rules, 2014:
(a) The Company has no activity involving conservation of energy or
technology absorption.
(b) The Company does not have any Foreign Exchange Earnings.
(c) Outgo under Foreign Exchange - Rs.11.86 Lacs.
SEXUAL HARASSMENT
Entire staff in the Company is working in a most congenial manner and
there are no occurrences of any incidents of sexual harassment during
the year.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Board during the year under report approved and adopted "Vigil
Mechanism/Whistle Blower Policy" in the Company. The Brief details of
establishment of this Policy are provided in the Corporate Governance
Report.
RISK MANAGEMENT POLICY
The Company was already having risk management system to identify,
evaluate and minimize the Business risks. The Company during the year
had formalized the same by formulating and adopting Risk Management
Policy. This policy intends to identify, evaluate, monitor and
minimize the identifiable risks in the Organisation.
EXTRACT OF ANNUAL RETURN
The extract of the Annual Return in Form MGT 9 is provided in "Annexure
D" to this Report.
PARTICULARS OF EMPLOYEES
The Company has not employed any individual whose remuneration falls
within the purview of the limits prescribed under the provisions of
Section 197 of the Companies Act, 2013, read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.
ACKNOWLEDGEMENTS
Your Directors sincerely express their deep appreciation to employees
at all levels, bankers, customers and shareholders for their sustained
support and co-operation and hope that the same will continue in
future.
For and on behalf of the Board
Pradeep R. Mafatlal
Chairman
Place: Mumbai Dated: 29th May, 2015.
Mar 31, 2013
The Directors have pleasure in presenting the Thirty-third Annual
Report together with the Audited Statements of Annual of the Company
for the Financial year ended 31St March, 2013.
FINANCIAL RESULTS;
(Rupees in Lacs)
Current Year Previous Year
Rupees Rupees
Total Income 645.16 752.83
Gross Profit 355.63 469.92
Less: Depreciation 24.84 17.94
Pallet tailored Tax 330.79 471.98
Less: Provision for Taxation 43,36 70.01
Profit after Tax 207.43 401.97
Add'' Profit brought forward
from Previous Year 1225.27 117S.38
Balance Available for
Appropriations 1512.70 1577,85
Less'' Transfer to Reserve
u/s 45 IC of RBI Act,1934 60.00 81.00
Transfer to General Reserue-1 30.00 41.00
Proposed Dividend 238.08 98.40
Tax on Dividend 40,46 32.18
Add Transfer from General
Reserve II {for diminution of 19.89 -
certain Non-current
investments)
Balance Carried forward 1164.05 1225.27
DIVIDEND
Your Directors recommend a Dividend of Rs.6/- per share Previous Year
Rs.5/-) on 30.67,920 Equity Snares of Rs.10 each aggregating to
Rs.278.54 Lacs (Incisive of dividend tax) for the financial year ended
on 31st March 2013. If approved by the Shareholders at the forthcoming
Annual General Meeting to be held on July 30. 2013. the said dividend
will be paid on August 7, 2013 and thereafter, to those (ii) those
whose rearms appear on the Register of Members of the Company or July
15, 2O113 and (II) those whose name as beneficial owners are furnished
by National Securities Depository Limited and Central Depository
Services (India) Limited, for the purpose.
CORPORATE GOVERNANCE
The Company has complied with the applicable provisions of Corporate
Governance under Claus 49 of the Listing Agreement with BSE. A
separate report or Corporate Governance compliance is included as a
part of the Annual Report along with the Auditors'' Certificate.
FIXED DEPOSITS
Your Company has not accepted any public deposits during the year under
review.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 217(2AA) of the Companies Act,
1950, with respect to Directors'' Responsibility Statement, the
Directors control that;
1. In the preparation of the annual accounts for the financial year
ended 31st March. 2013, the applicable accounting standards have been
followed and (that there and no materiel departures from the same:
2. Accounting policies selected were applied consistently. Reasonable
and prudent judgments and estimates were made so as to give a true and
fair view of the state of attains or the Company as at 31st March, 2013
and of the profit for the year ended or that date;
3. Proper and sufficient con has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and deleting fraud and other irregularities''.
4. The annual Accounts for the Financial Year ended a 1st March, 2013
have been prepared on a going concern'' basis.
SUBSIDIARY COMPANY
The Company does not have any Subsidiary Company in operation. Stan nose
Mafatlal Lube hem Limited - In Liquidation, a substantially owned
subsidiary of the Company has been ordered to be wound-up by the High
Court of Mumbai vide its Order dated June 10.2011 and has appointed
the Official Liquidator to take charge to its assets. Bank Accounts,
books of accounts, all airs, business and properties with all powers
under the provisions of the Companies. Act, 1956.
Thus at me end of the financial year viz. 31 at March. 2013 as at which
Company''s Balance Sheet is made out the Company was not having any
subsidiary in operation and hence the question of annexing its
statements/ documents to the Company''s Balance Sheet as at 31 st March,
2013, as referred under Section 212 of the Companies Act. 1956, does
not arise.
DIRECTORATE
In terms of Article 155 of the Articles of Association of the Company
read with Section 256 of the Companies Act. 1956, Shri Pradeep R.
Mafatlal, Shri Ramrod Patel, and Shri Fremroi M. Pandiwalla. Directors
of the Company retire by rotation and being eligible offer themselves
for re-appointment. Their file resumes, as required under Clause of
the Listing Agreement. ere coveted in the notes of me Nonie for 33rd
AGM of the Company.
None of the Directors of the Company is disqualified from being
appointed as a Director as specified under Section 274 of me Companies
Act, 1956.
AUDITORS AND AUDITORS REPORT
M''s. C. C. chokshi &. Co., Chartered Accountants, the Statutory
Auditors of the Company are holding office until the conclusion of the
ensuing Annual General Meeting and are eligible for re-apartment. The
Company has received a letter from them to the effect that their
appointment, all made, would be within the prescribed limits under
Section 224(IB) of the Companies Act. 1958 and that they are not
disqualified for suction appointment within the meaning of Section 226
of the Companies Act, 1956.
ENERGY, TECHNOLOGY AND FOHEIGN EXCHANGE
Pursuant to the requirement under Section of
The Companies Act. 1956, read with Companies (Disclosure of Particulars
in the Repot of the Board of Directors) Rules. 1938.
{a) The Company Has no actively involving conservator of energy or
technology absorption.
(b) The Company does not have any Foreign Exchange Earnings.
(c) Outgo under Foreign Exchange - Rs.15.51 Lacs.
PARTICULARS OF EMPLOYEES
The Company has not employed any individual whose remuneration falls
within the purview gf the limits presented under the provisions of
Section 217 (2A} of the Companies Act, 1956, read with the Companies
(particular Employees) Rules. 1975.
ACKNOWLEDGEMENTS
Your Directors sincerely express their deep appreciation to employees
at all levels, bankers, customers and shareholder for their sustained
Support and cooperation and hope that the same will continue in future.
For and on behalf of the Board
pradeep R.Mafatlal
Chairman
Ahmadabad
Dated: May 22, 2013
Mar 31, 2012
To The Members of STANROSE MAFATLAL INVESTMENTS AND FINANCE LIMITED
The Directors have pleasure in presenting the Thirty-second Annual
Report together with the Audited Statements of Account of the Company
for the financial year ended 31st March, 2012.
FINANCIAL RESULTS:
(Rupees in Lacs)
Current
Year Previous
Year
Rupees Rupees
Total Income 752.83 953.64
Gross Profit 489.92 729.46
Less: Depreciation 17.94 20.57
Profit before Tax 471.98 708.89
Less: Provision for Taxation 70.01 114.67
Short Provision for taxation in respect of
earlier years (Net) _ 2.96
Profit after Tax 401.97 591.26
Add: Profit brought forward from Previous Year 1175.88 995.20
Balance Available for Appropriations 1577.85 1586.46
Transfer to Reserve
u/s. 45 IC of RBI Act, 1934 81.00 120.00
Transfer to General Reserve-I 41.00 60.00
Proposed Dividend 198.40 198.40
Tax on Dividend 32.18 32.18
Balance carried forward 1225.27 1175.88
DIVIDEND
Your Directors recommend a Dividend of Rs.5.00 per share (Previous Year
Rs.5/-) on 39,67,920 Equity Shares of Rs.10 each aggregating to
Rs.230.58 Lacs (inclusive of dividend tax) for the financial year ended
on 31st March, 2012. If approved by the Shareholders at the forthcoming
Annual General Meeting to be held on 16th August, 2012, the said
dividend will be paid on 24th August, 2012, to (i) those shareholders
whose names appear on the Register of Members of the Company on 16th
July, 2012 and (ii) those whose names as beneficial owners are
furnished by National Securities Depository Limited and Central
Depository Services Limited, for the purpose.
DELISTING FROM ASE
As there were no transactions in the Equity Shares of the Company on
the Ahmedabad Stock Exchange Ltd.(ASE) since long and as the facility
to trade in Company's shares through the Bombay Stock Exchange
Ltd.(BSE), having nationwide trading terminals is available, the
Company has voluntarily delisted its shares from ASE with effect from
31st October, 2011, in pursuance of SEBI (Delisting of Equity Shares)
Regulations,2009.
CORPORATE GOVERNANCE
The Company has complied with the applicable provisions of Corporate
Governance under Clause 49 of the Listing Agreement with BSE. A
separate report on Corporate Governance compliance is included as a
part of the Annual Report along with the Auditors' Certificate.
FIXED DEPOSITS
Your Company has not accepted any public deposits during the year under
review.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 217(2AA) of the Companies Act,
1956, with respect to Directors' Responsibility Statement, the
Directors confirm that:
1. In the preparation of the annual accounts for the financial year
ended 31st March, 2012, the applicable accounting standards have been
followed and that there are no material departures from the same;
2. Accounting policies selected were applied consistently. Reasonable
and prudent judgments and estimates were made so as to give a true and
fair view of the state of affairs of the Company as at 31st March, 2012
and of the profit for the year ended on that date;
3. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
4. The annual Accounts for the Financial Year ended 31st March, 2012
have been prepared on a 'going concern' basis.
SUBSIDIARY COMPANY
The Company does not have any Subsidiary Company in operation. Stanrose
Mafatlal Lubechem Limited, a substantially owned subsidiary of the
Company is in liquidation. The Winding up Petition No. 642 of 2006
filed by its creditors is disposed of by the High Court of Bombay vide
its Order dated 10th June, 2011. Accordingly Stanrose Mafatlal Lubechem
Limited stands wound-up. Now the Official Liquidator shall initiate the
liquidation proceedings and complete the winding-up process of the said
subsidiary.
Thus at the end of the financial year viz. 31st March, 2012 as at which
Company's Balance Sheet is made out the Company was not having any
subsidiary in operation and hence the question of annexing its
statements/documents to the Company's Balance Sheet as at 31st March,
2012, as referred under Section 212 of the Companies Act, 1956, does
not arise.
DIRECTORATE
In terms of Article 155 of the Articles of Association of the Company
read with Section 256 of the Companies Act, 1956, Shri Rajesh
Jaykrishna, Shri Kersi J. Pardiwalla and Shri Madhusudan J. Mehta,
Directors of the Company retire by rotation and being eligible offer
themselves for re- appointment. Their brief resumes, as required under
Clause 49 of the Listing Agreement, are covered in the notes of the
Notice for 32nd AGM of the Company.
None of the Directors of the Company is disqualified from being
appointed as a Director as specified under Section 274 of the Companies
Act, 1956.
AUDITORS AND AUDITORS' REPORT
M/s. C. C. Chokshi & Co., Chartered Accountants, the Statutory Auditors
of the Company are holding office until the conclusion of the ensuing
Annual General Meeting and are eligible for re-appointment. The Company
has received a letter from them to the effect that their appointment,
if made, would be within the prescribed limits under Section 224(1B) of
the Companies Act, 1956 and that they are not disqualified for such
appointment within the meaning of Section 226 of the Companies Act,
1956.
ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE
Your Company is not engaged in any manufacturing activity and as such
has no particulars to disclose under the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988, as
regards conservation of energy or technology absorption. Further,
during the year under review, your Company has neither earned nor made
any payment in foreign exchange.
PARTICULARS OF EMPLOYEES
Your Company has not paid any remuneration attracting the provisions of
Companies (Particulars of Employees) Rules, 1975 read with Section 217
(2A) of the Companies Act, 1956, as amended to date. Hence, no
information is required to be appended to the Report in this regard.
ACKNOWLEDGEMENTS
Your Directors sincerely express their deep appreciation to employees
at all levels, bankers, customers and shareholders for their sustained
support and co-operation and hope that the same will continue in
future.
For and on behalf of the Board
M. J. Mehta K. J. Pardiwalla
Director Director
Ahmedabad,
Dated: 27th April, 2012.
Mar 31, 2011
To The Members,
STANROSE MAFATLAL INVESTMENTS AND FINANCE LIMITED
The Directors have pleasure in presenting the Thirty-first Annual
Report together with the Audited Statements of Account of the Company
for the financial year ended 31st March, 2011.
FINANCIAL RESULTS:
(Rupees in Lacs)
Current Year Previous Year
Rupees Rupees
Total Income 953.64 1468.79
Gross Profit 729.46 1266.31
Less: Depreciation 20.57 14.73
Profit before Tax 708.89 1251.58
Less: Provision for Taxation 114.67 194.90
Short Provision for taxation in
respect of earlier years (Net) 2.96 -
Profit after Tax 591.26 1056.68
Add: Profit brought forward
from Previous Year 995.20 498.63
Balance Available for
Appropriations 1586.46 1555.31
Transferred to Reserve
u/s. 45 IC of RBI Act, 1934 120.00 218.00
Transfer to General Reserve-I 60.00 110.00
Proposed Dividend 198.40 198.40
Tax on Dividend 32.18 33.71
Balance carried forward 1175.88 995.20
DIVIDEND
Your Directors recommend a Dividend of Rs.5.00 per share (Previous Year
Rs.3.50 Rs.1.50 Special for higher profits) on 39,67,920 Equity
Shares of Rs.10 each aggregating to Rs.230.58 Lacs (inclusive of
dividend tax) for the financial year ended on 31st March, 2011. If
approved by the Shareholders at the forthcoming Annual General Meeting
to be held on 3rd September, 2011, the said dividend will be paid on
19th September, 2011, to (i) those shareholders whose names appear on
the Register of Members of the Company on 1st August, 2011 and (ii)
those whose names as beneficial owners are furnished by National
Securities Depository Limited and Central Depository Services Limited,
for the purpose.
MANAGEMENT DISCUSSION AND ANALYSIS (MD&A)
ECONOMIC OVERVIEW
Despite new risks, the global economic recovery is gaining strength and
the IMF has projected a 4.5% world growth in 2011 and 2012. While
growth in emerging economies remain strong, that in the US and European
region is slowly gaining momentum. Some of the economies of the
developed nations are still a concern with the Euro Zone being the most
vulnerable as rating agencies continue to downgrade the sovereign
rating of many of the economies in this region. The natural disaster in
Japan and sharp increase in oil prices consequent to the turmoil in the
Middle East and North Africa is fuelling uncertainty to the pace of
global recovery. Globally elevated food and commodity prices
accompanied by the spike in oil prices have engendered inflation
concerns.
India's economy too continued its smart recovery from the crisis, aided
by the inherent strength of India's domestic demand and complemented by
Reserve Bank of India's monetary management and the Central
Government's fiscal stimulus measures. With its GDP likely to grow at
8.6% in 2010-11, India will be among the fastest growing economies and
the average rate of growth for the next five years is estimated to be
around 8.4%.
The key growth driver is likely to be the domestic demand fuelled by
increasing young earning population, expected household consumption by
middle class and upper middle class. The increasing capacity in the
savings and vast investment opportunities will also support the growth
of the economy. Inflation, however, continues to be a cause for
concern. The year on year WPI inflation that started trending up in
December, 2009 and continued through the current fiscal has shown signs
of moderation by the year end. India's real GDP is estimated to grow by
around 8.5% to 9% in 2011-12. Growing inflation, volatile capital
inflows and a fragile recovery in advanced economies that can dampen
exports, are immediate risks to India's growth prospects. Any
unanticipated shocks to the global economic recovery could drive
capital outflows from India, which may lead to increased volatility in
the Indian Rupee and affect India's economic recovery.
Financial Review
The total income for the year was Rs.953.64 Lacs as compared to
Rs.1468.79 Lacs in the previous year. Depreciation was higher at
Rs.20.57 Lacs (Previous Year Rs.14.73 Lacs). The Provision for Taxation
during the year was Rs.117.63 Lacs. Profit after tax was Rs.591.26
Lacs, which is substantially lower as compared to Rs.1056.68 Lacs in
the previous year, mainly on account of lower booking of long-term
capital gain.
An amount of Rs.120.00 Lacs was transferred to Statutory Reserve Fund
pursuant to Section 45 IC of RBI Act, 1934 and an amount of Rs.60.00
Lacs was transferred to General Reserve I during the year under review.
The Net Worth of the Company as at 31st March, 2011 stood at Rs.4574.66
Lacs as against Rs.4213.98 Lacs on 31st March, 2010.
Industry Structure and Developments
The NBFC industry in private sector in India is represented by a mix of
a few large companies with nationwide presence and a large number of
small and medium sized companies with regional focus. These NBFCs
provide a variety of services including fund-based and fee-based
activities and cater to retail and non-retail markets and niche
segments.
NBFCs continue witnessing strong competition in their traditional areas
of retail lending from Banks and Financial Institutions. Banks which
have innate advantage of lower cost of funds, are taking an increasing
share in retail financing and providing a strong competition to NBFCs.
In this scenario, NBFCs are under pressure to cut costs and to develop
a focused marketing approach on selected customer segments by offering
more personalized services. The entry of strong NBFCs in insurance and
banking has been one of the major developments in this sector.
Business Review
The Company's operations continue to be mainly focused in the areas of
Inter- corporate Investments, Capital Market activities and Financing.
Segment-wise brief outline of financial and operational performance
during the year under report is as under:
(i) Investments
The Company's investment portfolio is reviewed from time to time and
securities are bought to add to the Portfolio or sold in order to make
Capital gains. Details of the Company's investments are given in
Schedule 4 of the Balance Sheet of the Company as at 31st March, 2011.
The total worth of Company's Quoted and Unquoted Investments (including
Stock- in-trade) as at 31st March, 2011 is Rs.7228.39 Lacs (Previous
Year Rs. 7786.10 Lacs) which is 124.71% (Previous Year 239.84%) higher
than related Book Value. The decrease is mainly on account of decrease
in the market value of the shares of Standard Industries Limited and
sale of shares from Long-term Investment Portfolio.
During the year under report, the Company has deployed Rs.250.91 Lacs
in the Units of Gold Bench- Mark Exchange Traded Scheme (Gold Bees),
whereas there was a net divestment of Rs. 113.44 Lacs from other
Long-Term Investments against net addition of Rs. 37.16 Lacs in the
previous year.
During the year under report, the Company continued to take advantage
of the relatively high stock market prices by booking a net profit of
Rs.706.65 Lacs on sale of long term investments as against Rs.1260.98
Lacs in the previous year.
During the year, the Company earned income by way of Dividend of
Rs.135.11 Lacs against Rs.112.33 Lacs in the previous year which inter
alia includes Rs.82.75 Lacs (Previous year Rs.50.64 Lacs) received from
Standard Industries Ltd. and Rs.7.79 lacs (Previous Year Rs.1.89 Lacs)
on Units of Mutual Funds.
(ii) Trading in Securities
During the year under review, the Company concentrated its focus on
trading in securities and has made a profit of Rs.52.61 Lacs as against
Rs.40.77 Lacs in the previous year. The increase is on account of
booking of profit on redemption of Units of Mutual Funds.
(iii) Finance
During the year under report the Company earned interest income of
Rs.58.89 Lacs as against Rs.52.40 Lacs in the previous year.
During the year under report, the Company provided an interest-free
Inter corporate deposit of Rs.465 Lacs to Stan Plaza Limited, a company
which has taken exposure in the equity and loan of a Real Estate
business company for and on behalf of the Company and Standard
Industries Ltd (SIL) as per the mutual understanding between the
Company and SIL.
Opportunities and Threats
As various factors are posing constant threats and high volatility in
the Capital Markets, it appears beneficial to diversify the portfolio
to reduce the risk and insulate from the vagaries of stock-market.
Mutual Funds help to reduce risk through diversification and
professional management and therefore, the Company invests in
debt/equity oriented Mutual Funds. One of the biggest advantages of
Mutual Fund investment is Liquidity. Open-end funds provide option to
redeem on demand, which is beneficial during rising or falling markets.
The management is exploring other avenues of business.
Outlook
The Company intends to continue focusing on capital market activities
including trading in securities and emerging products in derivatives.
Risk and Concern
The Company is exposed to specific risks that are particular to its
business and the environment within which it operates, including
interest rate volatility, economic cycle, credit risk and market risk.
The Company has significant quoted investments which are exposed to
fluctuations in stock prices. These investments represent a material
portion of the Company's business and are vulnerable to fluctuations in
the stock markets. Any decline in prices of the Company's quoted
investments may affect its financial position and the results of its
operations. The Company has a well diversified portfolio of stocks to
mitigate any stock specific risks. It continuously monitors its market
exposure and tries to manage these risks by following prudent business
and risk management practices.
Adequacy of Internal Control
The Company has a proper and adequate system of internal control in all
spheres of its activities to ensure that all its assets are safeguarded
and protected against loss from unauthorized use or disposition and
that the transactions are authorized, recorded and reported diligently.
The Internal control is supplemented by an effective internal audit
being carried out by an external firm of Chartered Accountants.
The Company ensures adherence to all internal control policies and
procedures as well as compliance with all regulatory guidelines.
The Audit Committee of the Board of Directors reviews the adequacy of
internal controls.
Human Resource Development (HRD)
The Company has a team of able and experienced industry professionals
and employees. The number of employees stood at 17 as on 31st March,
2011.
CORPORATE GOVERNANCE
The Company has complied with the applicable provisions of Corporate
Governance under Clause 49 of the Listing Agreement with Stock
Exchanges. A separate report on Corporate Governance compliance is
included as a part of the Annual Report along with the Auditors'
Certificate.
FIXED DEPOSITS
Your Company has not accepted any public deposits during the year under
review.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 217(2AA) of the Companies Act,
1956, with respect to Directors' Responsibility Statement, the
Directors confirm that:
1. In the preparation of the annual accounts for the financial year
ended 31st March, 2011, the applicable accounting standards have been
followed and that there are no material departures from the same;
2. Accounting policies selected were applied consistently. Reasonable
and prudent judgments and estimates were made so as to give a true and
fair view of the state of affairs of the Company as at 31st March, 2011
and of the profit for the year ended on that date;
3. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
4. The annual Accounts for the Financial Year ended 31st March, 2011
have been prepared on a going concern' basis.
SUBSIDIARIES
As the members are aware, Stanrose Mafatlal Lubechem Limited, a
substantially owned subsidiary of the Company is in provisional
liquidation. In a Winding-up Petition filed by one of the creditors,
the Hon'ble Bombay High Court had appointed a Provisional Liquidator on
21st March, 2007, who has initiated the liquidation proceedings. Its
Financial Statements/Results thereafter are not prepared/ made
available.
Thus at the end of the financial year viz. 31st March, 2011 as at which
Company's Balance Sheet is made out the Company was not having any
subsidiary in operation and hence the question of annexing
statements/documents of the subsidiary to the Balance Sheet as at 31st
March, 2011 of the Company, as referred under Section 212 of the
Companies Act, 1956, does not arise.
DIRECTORATE
In terms of Article 155 of the Articles of Association of the Company
read with Section 256 of the Companies Act, 1956, Shri F. M.
Pardiwalla, Shri Russi Jal Taraporevala and Shri Chetan J. Parikh,
Directors of the Company retire by rotation and being eligible offer
themselves for re- appointment. Their brief resumes, as required under
Clause 49 of the Listing Agreement, are covered in the notes of the
Notice for 31st AGM of the Company.
None of the Directors of the Company is disqualified from being
appointed as a Director as specified under Section 274 of the Companies
Act, 1956.
AUDITORS AND AUDITORS' REPORT
M/s. C. C. Chokshi & Co., Chartered Accountants, the Statutory Auditors
of the Company are holding office until the conclusion of the ensuing
Annual General Meeting and are eligible for re-appointment. The Company
has received a letter from them to the effect that their appointment,
if made, would be within the prescribed limits under Section 224(1B) of
the Companies Act, 1956 and that they are not disqualified for such
appointment within the meaning of Section 226 of the Companies Act,
1956.
ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE
Your Company is not engaged in any manufacturing activity and as such
has no particulars to disclose under the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988, as
regards conservation of energy or technology absorption. Further,
during the year under review, your Company has neither earned nor made
any payment in foreign exchange.
PARTICULARS OF EMPLOYEES
Your Company has not paid any remuneration attracting the provisions of
Companies (Particulars of Employees) Rules, 1975 read with Section 217
(2A) of the Companies Act, 1956, as amended to date. Hence, no
information is required to be appended to the Report in this regard.
ACKNOWLEDGEMENTS
Your Directors sincerely express their deep appreciation to employees
at all levels, bankers, customers and shareholders for their sustained
support and co-operation and hope that the same will continue in
future.
For and on behalf of the Board
Pradeep R. Mafatlal
Chairman
Mumbai,
Dated : 30th May, 2011.
Mar 31, 2010
The Directors have pleasure in presenting the Thirtieth Annual Report
together with the Audited Statements of Account of the Company for the
financial year ended 31st March, 2010.
FINANCIAL RESULTS:
(Rupees in Lacs)
Current Year Previous Year
Rupees Rupees
Total Income 1468.79 686.46
Gross Profit 1266.31 513.33
Less: Depreciation 14.73 18.04
Profit before Tax 1251.58 495.29
Less: Provision for Taxation 194.90 47.72
Short Provision for
taxation in respect of
of earlier years (Net) -- 3.73
Profit after Tax 1056.68 443.84
Add: Profit brought forward
from Previous Year 498.63 357.27
Balance Available for
Appropriation 1555.31 801.11
Transferred to Reserve
u/s. 45 IC of RBI Act, 1934 218.00 90.00
Transfer to General Reserve-I 110.00 50.00
Proposed Dividend 198.40 138.88
Tax on Dividend 33.71 23.60
Balance carried forward 995.20 498.63
DIVIDEND
Your Directors recommend a Dividend of Rs.5.00 per share including a
special Dividend of Rs.1.50 per share for higher profits in the current
year (Previous Year Rs.3.50 per share) on 39,67,920 Equity Shares of
Rs.10 each aggregating to Rs.232.11 Lacs (inclusive of dividend tax)
for the financial year ended on 31st March, 2010. If approved by the
Shareholders at the forthcoming Annual General Meeting to be held on
13th August. 2010, the said dividend will be paid on 30th August, 2010,
to those shareholders whose names appear on the Register of Members of
the Company on 12th July, 2010.
MANAGEMENT DISCUSSION AND ANALYSIS (MD&A)
ECONOMIC OVERVIEW
The year 2009-10 proved to be a year of global economic resurgence. The
global economy, after faltering due to recession during 2008-09,
witnessed an improvement mainly on account of infusion of stimulus
funds by respective countries. China and India led the recovery from
the front, on account of huge domestic demand and continued thrust on
infrastructure creation, further propelling demand within the core
sectors. The US recovery largely driven by fiscal and monetary
stimulus, is expected to clock a GDP growth of 2.8% in 2010.
As per the revised estimates of GDP for 2009-10 released by the Central
Statistical Organisation (CSO), the Indian economy is expected to grow
at 7.4% in 2009-10, with (i) manufacturing sector growing at 10.8%,
(ii) mining and quarrying at 10.6% and (iii) financing, insurance, real
estate and business services sector at 9.7%, mainly driven by factors
like rising per capita income, urbanization, favourable demographics
and increasing job security. Farm sector grew by 0.2% in 2009-10,
despite the drought, good winter crops made-up for the kharif
shortfall. Fixed Investment, the big driver of growth, is up at 17.7%
in the last quarter of 2009-10. The causes of concern are declining
consumption expenditure by the Government, likely hit on exports if the
crises in Europe drags on or spreads, sticky food inflation etc.
Barring any problems caused by the Countrys fiscal vulnerability,
growth is expected to strengthen in subsequent years as it will
continue to reap the benefits of the ongoing opening up of the economy
and gradual improvements in infrastructures.
Financial Review
The total income for the year was Rs. 1468.79 Lacs as compared to
Rs.686.46 Lacs in the previous year. Depreciation was lower at Rs.
14.73 Lacs (Previous Year Rs.18.04 Lacs). The Provision for Taxation
during the year was Rs.194.90 Lacs. Profit after tax was Rs.1056.68
Lacs, which is substantially higher as compared to Rs.443.84 Lacs in
the previous year, mainly on account of booking of long-term capital
gain.
An amount of Rs.218 Lacs was transferred to Statutory Reserve Fund
pursuant to Section 45 IC of RBI Act, 1934 and an amount of Rs.110 Lacs
was transferred to General Reserve I during the year under review.
The Net Worth of the Company as at 31st March, 2010 stood at Rs.
4213.98 Lacs as against Rs.3389.41 Lacs on 31st March, 2009
Industry Structure and Developments
The NBFC industry in private sector in India is represented by a mix of
a few large companies with nation-wide presence and a large number of
small and medium sized companies with regional focus. These NBFCs
provide a variety of services including fund-based and fee-based
activities and cater to retail and non-retail markets and niche
segments.
NBFCs continue witnessing strong competition in their traditional areas
of retail lending from Banks and Financial Institutions. Banks which
have innate advantage of lower cost of funds, are taking an increasing
share in retail financing and providing a strong competition to NBFCs.
In this scenario, NBFCs are under pressure to cut costs and to develop
a focused marketing approach on selected customer segments by offering
more personalized services. The entry of strong NBFCs in insurance and
banking has been one of the major developments in this sector.
Business Review
The Companys operations continue to be mainly focused in the areas of
Inter- corporate Investments, Capital Market activities and Financing.
Segment-wise brief outline of financial and operational performance
during the year under report is as under:
(i) Inter-corporate Investments
The Companys investment portfolio is reviewed from time to time and
securities are bought to add to the Portfolio or sold in order to make
Capital gains. Details of the Companys investments are given in
Schedule 4 of the Balance Sheet of the Company as at 31st March, 2010.
The total worth of Companys Quoted and Unquoted Investments (including
Stock- in-trade) as at 31st March, 2010 is Rs.7786.10 Lacs (Previous
Year Rs.4693.87 Lacs) which is 239.84% (Previous Year 47.30% ) higher
than related Book Value. The substantial increase in appreciation is
mainly on account of overall increase in Market Capitalization.
During the year under report, the Company has made net addition of
Rs.48.48 Lacs in its long term investment portfolio against divestment
of Rs. 164.52 Lacs (net) in the previous year.
During the year under report, the Company has made a net profit of Rs.
1260.98 Lacs on sale of long term investments as against Rs.514.88 Lacs
in the previous year.
During the year, the Company earned income by way of Dividend of
Rs.112.33 Lacs against Rs. 126.27 Lacs in the previous year which inter
alia includes Rs.50.64 Lacs received from Standard Industries Ltd.
against Rs.50.36 Lacs in the previous year and Rs.1.89 Lacs on Units of
Mutual Funds (Previous Year Rs.21.89 Lacs).
(ii) Trading in Securities
During the year under review, the Company concentrated its focus on
trading in securities and has made a profit of Rs.40.77 Lacs as against
Rs.27.48 Lacs in the previous year. The increase is on account of
improved equity markets during 2009-10.
(iii) Finance
During the year under report the Company earned interest income of
Rs.52.40 Lacs as against Rs.16.03 Lacs in the previous year. The
increase is on account of deployment of additional fund in
Inter-Corporate Deposits.
Opportunities and Threats
As various factors are posing constant threats and high volatility of
the Capital Markets, it appears to be beneficial to diversify the
portfolio to reduce the risk and insulate from the vagaries of
stock-market. Mutual Funds help to reduce risk through diversification
and professional management and therefore, the Company invests in debt/
equity oriented Mutual Funds. One of the biggest advantages of Mutual
Fund investment is Liquidity. Open- end funds provide option to redeem
on demand, which is beneficial during rising or falling markets. The
management is exploring other avenues of business.
Outlook
The Company intends to continue focusing on capital market activities
including trading in securities and emerging products in derivatives.
Risk and Concern
The Company is exposed to specific risks that are particular to its
business and the environment within which it operates, including
interest rate volatility, economic cycle, credit risk and market risk.
The Company has significant quoted investments which are exposed to
fluctuations in stock prices. These investments represent a material
portion of the Companys business and are vulnerable to fluctuations in
the stock markets. Any decline in prices of the Companys quoted
investments may affect its financial position and the results of its
operations. The Company has a well diversified portfolio of stocks to
mitigate any stock specific risks. It continuously monitors its market
exposure and tries to manage these risks by following prudent business
and risk management practices.
Adequacy of Internal Control
The Company has a proper and adequate system of internal control in all
spheres of its activities to ensure that ;ll its assets are safeguarded
and protected against loss irom unauthorized use or disposition and
that the transactions are authorized, recorded and reported diligently.
The Internal control is supplemented by an effective internal audit
being carried out by an external firm of Chartered Accountants.
The Company ensures adherence to all internal control policies and
procedures as well as compliance with all regulatory guidelines.
The Audit Committee of the Board of Directors reviews the adequacy of
internal controls.
Human Resource Development (HRD)
The Company has a team of able and experienced industry professionals
and employees. The number of employees stood at 18 as on 31st March,
2010.
CORPORATE GOVERNANCE
The Company has complied with the applicable provisions of Corporate
Governance under Clause 49 of the Listing Agreement with Stock
Exchanges. A separate report on Corporate Governance compliance is
included as a part of the Annual Report along with the Auditors
Certificate.
During the year, the Ministry of Corporate Affairs, Government of India
had published Corporate Governance Voluntary Guidelines 2009. The
Company is reviewing these guidelines.
FIXED DEPOSITS
Your Company has not accepted any public deposits during the year under
review.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 217(2AA) of the Companies Act,
1956, with respect to Directors Responsibility Statement, the
Directors confirm that:
1. In the preparation of the annual accounts for the financial year
ended 31st March, 2010, the applicable accounting standards have been
followed and that there are no material departures from the same;
2. Accounting policies selected were applied consistently. Reasonable
and prudent judgments and estimates were made so as to give a true and
fair view of the state of affairs of the Company as at 31st March, 2010
and of the profit for the year ended on that date.
3. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
4. The annual Accounts for the Financial Year ended 31st March, 2010
have been prepared on a going concern basis.
SUBSIDIARIES
Stanrose Mafatlal Lubechem Limited, a substantially owned subsidiary of
the Company is in provisional liquidation. The Honble High Court of
Bombay has admitted the Winding-up Petition filed by one of the
creditors and appointed a Provisional Liquidator on 21st March, 2007,
who has initiated its liquidation proceedings. Its Financial
Statements/Results thereafter are not prepared/made available.
Thus at the end of the financial year viz. 31st March, 2010 as at which
Companys Balance Sheet is made out the Company was not having any
subsidiary in operation and hence the question of annexing
statements/documents pertaining to the subsidiary to the Balance Sheet
as at 31st March, 2010 of the Company, as referred under Section 212 of
the Companies Act, 1956, does not arise.
DIRECTORATE
In terms of Article 155 of the Articles of Association of the Company
read with Section 256 of the Companies Act, 1956 (the Act), Shri
Pradeep R. Mafatlal and Shri Arun P. Patel, Directors of the Company
retire by rotation and being eligible offer themselves for
re-appointment. Their brief resumes, as required under Clause 49 of the
Listing Agreement, are covered in the notes of the Notice for 30th AGM
of the Company.
Shri Madhusudan J. Mehta, was appointed as an Additional Director of
the Company pursuant to the provisions of Article 139 of the Articles
of Association of the Company read with Section 260 of the Act. Shri
Mehta is holding office upto the date of the ensuing Annual General
Meeting and is eligible for re-appointment as a Director of the
Company. A Notice together with requisite deposit u/s. 257 of the Act
has been received by the Company from some members, signifying their
intention to propose him as a Director at the forthcoming AGM.
Your Directors regret to inform about the sad demise of Shri Rozal J.
Mehta on 22nd March, 2010, who was associated with the Company as a
Director since June, 1988. The invaluable services and guidance
rendered by him to the Company will be greatly missed.
Shri F. M. Pardiwalla was appointed on 29th May, 2010 as a Director to
fill the casual vacancy caused by the demise of Shri Rozal J. Mehta to
hold office till the date Mr. Mehta would have held.
None of the Directors of the Company is disqualified from being
appointed as a Director as specified under Section 274 of the Companies
Act, 1956.
AUDITORS AND AUDITORS REPORT
M/s. C. C. Chokshi & Co., Chartered Accountants, the Statutory Auditors
of the Company are holding office until the conclusion of the ensuing
Annual General Meeting and are eligible for re-appointment. The Company
has received a letter from them to the effect that their appointment,
if made, would be within the prescribed limits under Section 224(1 B)
of the Companies Act, 1956 and that they are not disqualified for such
appointment within the meaning of Section 226 of the Companies Act,
1956.
ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE
Your Company is not engaged in any manufacturing activity and as such
has no particulars to disclose under the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988, as
regards conservation of energy or technology absorption. Further,
during the year under review, your Company has neither earned nor made
any payment in foreign exchange.
PARTICULARS OF EMPLOYEES
Your Company has not paid any remuneration attracting the provisions of
Companies (Particulars of Employees) Rules, 1975 read with Section 217
(2A) of the Companies Act, 1956, as amended to date. Hence, no
information is required to be appended to the Report in this regard.
ACKNOWLEDGEMENTS
Your Directors sincerely express their deep appreciation to employees
at all levels, bankers, customers and shareholders for their sustained
support and co-operation and hope that the same will continue in
future.
For and on behalf of the Board
Pradeep R. Mafatlal
Chairman
Mumbai,
Dated: 3rd June, 2010.
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