Standard Industries Ltd.

To

The Members

Standard Industries Limited.

Your Directors are pleased to present the 120th Annual Report together with the AuditedStatements of Accounts for the Financial Year ended 31st March 2017.

FINANCIAL RESULTS

Your Directors propose the following dividend for the Financial Year 1st April 2016 to31st March 2017 which if approved by the Shareholders at the forthcoming Annual GeneralMeeting to be held on 31st August 2017 will be paid to those Shareholders whosenames appear on the Register of Members of the Company on 16th August 2017.

In terms of the revision to the Accounting Standard AS 4 on ‘Contingencies andEvents occurring after the Balance Sheet date' dividend is required to berecognized in the year when declared and hence this proposed dividend has not beenrecognized in the Balance Sheet as at March 31 2017. Hitherto proposed dividend wasrecognized as a provision as at the Balance Sheet date. This change has resulted in shortterm provisions being lower by Rs. 580.71 lakhs and Reserves being higher by Rs. 580.71lakhs as at the year end.

RESULTS OF OPERATIONS & THE STATE OF COMPANY AFFAIRS: REAL ESTATE DIVISION

The Company had leasehold land of an area of 92 acres and 10 gunthas (approx.92.25 acres) at Thane-Belapur Road Navi Mumbai for a term of 100 years computed from1.8.1965. The Company has transferred and assigned to LOMA IT Park Developers PrivateLimited (LOMA) Singapore in 2008 an area of 30 acres located within the larger propertyof approx. 92.25 acres for the remaining tenure of the lease with MIDC leaving balanceplot of 62.25 acres. The Company has entered into a Memorandum of Understanding dated 1stSeptember 2016 with FEAT Properties Private Limited (K. Raheja group) to transfer andassign all its leasehold rights in 62.25 acres of the Company's leasehold property at PlotNo. 4 situated at Trans Thane Creek Industrial Area in the villages of Ghansoli andSavali Taluka Thane District Thane for a consideration of Rs. 3550000000/- (RupeesThree Hundred Fiftyfive Crores only) receivable in instalments. The transfer assignmentand consideration is subject to various conditions precedent getting satisfied includingapproval of MIDC and other terms and conditions specified in the aforesaid MOU.

The Real Estate market has been amongst the sectors worst hit by the economic downturn.The demonetization on 8th November 2016 has further worsened the existing liquiditycrunch. The residential space continues to face headwinds in the form of muted sales andsubdued consumer demand. Furthermore the sector has been challenged by frequent delays inproject completion and a complex approval process. This has resulted in developerscurtailing new project launches and focusing on executing existing projects to deliverwithin the committed timeframe.

TRADING DIVISION

For the Financial Year under review i.e. April 2016 to March 2017 the Company hasachieved a Textile Trading turnover of Rs. 717.19 lakhs in comparison with Rs. 612.55lakhs for the previous Financial Year.

During the Financial Year in spite of unfavourable circumstances such asdemonetization sluggish market conditions higher cotton prices etc. the Company hasachieved a higher turnover of more than 17% compared to the previous year.

The Company's regular products such as PV Suiting Cotton Shirting etc. have continuedto be well accepted in the market. In addition the Company has added new productssuch as Ladies' dress material and is planning to add accessories such as handkerchiefssocks etc.

CONSOLIDATED ACCOUNTS

The Consolidated Financial Statements of your Company for the financial year 2016-17are prepared in compliance with applicable provisions of the Companies Act 2013 readwith the Rules issued thereunder applicable Accounting Standards and the provisions ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The consolidatedfinancial statements have been prepared on the basis of audited financial statements ofyour Company and its subsidiaries as approved by the respective Board of Directors.

NATURE OF BUSINESS OF THE COMPANY

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

SHARE CAPITAL

The Paid-up Equity Share Capital as on 31st March 2017 was Rs. 321644705/-comprising 64328941 Shares of Rs. 5/- each.

During the year under review the Company has not issued any other class of securitiesincluding shares with differential voting rights nor sweat Equity Shares nor has itgranted any stock options.

The Company has not bought back any of its securities during the financial period underreview.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company is not engaged in manufacturing activities during the year. Thereforethere is no information to submit in respect of conservation of energy and absorption oftechnology. The Company has no foreign exchange earnings and outgoings during the yearunder review.

PUBLIC DEPOSITS

There are no outstanding deposits remaining unpaid as on 31st March 2017. The Companyhas not accepted any deposits under Chapter V of the Companies Act 2013 and rules madethereunder.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) and 134(5) of the Companies Act2013 with respect to Directors' Responsibility Statement the Directors of your Companyhereby state and confirm that :

(a) in the preparation of the annual accounts for the financial year ended 31st March2017 the applicable accounting standards had been followed along with proper explanationrelating to material departures;

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

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

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

(e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively;

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

DETAILS OF SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Associate or Joint Venture Company. However your Companyhas following wholly owned Subsidiaries :

1. Standard Salt Works Ltd

2. Mafatlal Enterprises Limited

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

DONATIONS

During the Financial Year the Company has contributed a sum of `754000/- to variousCharitable and Educational Institutions.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Directors with deep regret would like to inform you about the sad demise of ShriRussi Jal Taraporevala Independent Director of the Company on 7th January 2017. He hadwide experience in Industry Finance and Corporate Affairs. He was associated withthe Company as a Director for 43 years during which period the Company has immenselybenefitted through his guidance.

The Chairman and the Board of Directors record their profound sorrow and grief on thesad demise of Shri Russi Jal Taraporevala.

Shri F. M. Pardiwalla tendered his resignation as Director of the Company with effectfrom 16th November 2016. The Board has placed on record their sense of appreciation ofthe valuable services rendered by Shri F. M. Pardiwalla during his association withthe Company.

The Board of Directors at their Meeting held on 10th February 2017 hadappointed Shri K. J. Pardiwalla Non-Executive Director as Independent Director of theCompany in terms of Section 149 and other applicable provisions of the Companies Act2013. Your Directors are seeking appointment of Shri K. J. Pardiwalla as IndependentDirector for 3 consecutive years with effect from 10th February 2017 at the ensuingAnnual General Meeting. Details of the proposal for appointment of Shri K. J. Pardiwallaare mentioned in the Explanatory Statement attached to the Notice of the 120th AnnualGeneral Meeting.

Pursuant to Article 158 of the Articles of Association of the Company read with Section152 of the Companies Act 2013 Shri Pradeep R. Mafatlal is due to retire at the ensuingAnnual General Meeting and is eligible for re-appointment.

The appointment of Shri D. H. Parekh as an Executive Director which was for a period of3 years from 2nd August 2014 will expire on 1st August 2017. Your Directors are seekingre-appointment of Shri D. H. Parekh as Executive Director with effect from 2nd August2017 for a period of 3 years subject to approval of the shareholders. The terms andconditions of his reappointment are mentioned in the Explanatory Statement under Section102(1) of the Companies Act 2013.

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

Declarations by Independent Directors and re-appointment

Shri K. J. Pardiwalla was appointed as Independent Director to hold office for a termof three consecutive years from 10th February 2017. Declarations have been received fromall the Independent Directors viz Shri M. L. Apte Shri Shobhan Diwanji & Shri K. J.Pardiwalla affirming that they meet the criteria of independence as provided insub-section (6) of Section 149 of the Companies Act 2013.

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

MATERIAL CHANGES AND COMMITMENTS

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

SIGNIFICANT AND MATERIAL ORDERS

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

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

M/s. S.U. Kapasi & Co. Chartered Accountants are the existing Internal Auditors ofthe Company for the Financial Year 2016-17. They have expressed their unwillingnessto continue as Internal Auditors of the Company.

Accordingly on the recommendation of the Audit Committee the Board at its Meetingheld today have appointed M/s. Arunkumar K. Shah & Co. Chartered AccountantsMumbai as the Internal Auditors of the Company for the Financial Year commencing from 1stApril 2017. The Company's internal control procedures are adequate to ensure compliancewith various policies practices and statutes in keeping with the Organization's pace ofgrowth and increasing complexity of the operations. The Company maintains a system ofinternal controls designed to provide reasonable assurance regarding the following :Effectiveness and efficiency of operations.

Adequacy of safeguards for assets

Prevention and detection of frauds and errors Accuracy and completeness of theaccounting records Timely preparation of reliable financial information. Key controls havebeen tested during the year and corrective and preventive actions are taken for anyweakness. Internal Audit System is engaged in evaluation of internal control systems.Internal Audit findings and recommendations are reviewed by the Management and AuditCommittee of the Board of Directors.

AUDIT OBSERVATIONS AND EXPLANATION OR COMMENTS BY THE BOARD

There were no qualifications reservations or adverse remarks made either by theAuditors or by the Practicing Company Secretary in their respective reports. Theobservations made by the Auditors read with the relevant notes on accounts isself-explanatory.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES INCLUDED IN THECONSOLIDATED FINANCIAL STATEMENT

A separate statement containing the salient features of the financial statement of itssubsidiaries in the prescribed form (AOC – 1) is annexed to the financial statementsof the Company.

EXTRACT OF THE ANNUAL RETURN

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

FORMAL ANNUAL EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS

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

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

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

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

AUDIT COMMITTEE

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

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

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

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

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

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

There have been no complaints received during the year.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Companies Act 2013 relating to CSR are notapplicable to the Company.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises Shri K. J. Pardiwalla ChairmanShri M. L. Apte Shri Shobhan Diwanji and Smt. Divya P. Mafatlal Members.Shri R. J. Taraporevala erstwhile Member expired on 7th January 2017. Shri F. M.Pardiwalla erstwhile Member resigned on 16th November 2016. The Committee has laid downthe Company's Policy on Directors' appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a Director and otherrelated matters.

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

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 read with Companies (Meetings of Board and its Powers)Rules 2014 are given in the Notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

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

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

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

PARTICULARS OF EMPLOYEES

The Company has no employees in respect of whom the information as per Section 197 ofthe Companies Act 2013 read with Rule 5 of the Companies (Appointment

& Remuneration of Managerial Personnel) Rules 2014 is required to begiven.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel)

Rules 2014 the Company has appointed M/s. Nishant Jawasa & Associates toundertake the secretarial audit of the Company. Report of the Secretarial Auditor isannexed herewith as Annexure E. The Secretarial Audit Report does not contain anyqualification reservation adverse remark or disclaimer.

RISK MANAGEMENT POLICY

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

CORPORATE GOVERNANCE

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

MANAGEMENT DISCUSSION AND ANALYSIS

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

INSURANCE

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

AUDITORS

M/s. Deloitte Haskins & Sells LLP Chartered Accountants Mumbai are the existingStatutory Auditors of the Company. Pursuant to the provisions of Section 139 of theCompanies Act 2013 and Rules made thereunder it is mandatory for the Company to rotatethe current Statutory Auditors on completion of the maximum term permitted under the saidSection.

Accordingly on the recommendation of the Audit Committee the Board at its Meetingheld today have proposed the appointment of M/s. SHR & Co. Chartered AccountantsMumbai as the Statutory Auditors of the Company for a term of 5 years i.e. from theconclusion of the 120th Annual General Meeting until the conclusion of the125th Annual General Meeting. The Company has also received a confirmation from M/s. SHR& Co Chartered Accountants Mumbai to the effect that they are eligible and notdisqualified under Section 141 of the Companies Act 2013 and the Rules framedthereunder for being appointed as Auditors of the Company. As required under Regulation33(1)(d) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Auditors have also confirmed that they hold a valid certificate issued bythe Peer Review Board of the Institute of Chartered Accountants of India.

For and on behalf of the Board

PRADEEP R. MAFATLAL

Dated : 16th May 2017.