The Directors are presenting the 21st Annual Report of your Company and the Audited Accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS:                                        (Rs. in Lacs)

Particulars	                     For the year	 For the year
                                   ended 31.03.2015    ended 31.03.2014

Revenue from Operations	                  57.92	              37.19

Profit / (Loss) before taxation	           7.87	             (1.13)

Profit/ (Loss) for the year 
carried to Balance Sheet	           7.23	               0.41

During the year under review:

a. No Equity shares have been issued with differential voting rights. Hence no disclosure is required in terms of Rule 4 (4) of Companies (Share capital and Debentures) Rules, 2014.

b. No issue of Sweat Equity Share has been made. Hence no disclosure is required in terms of Rule 8 (13) of Companies (Share capital and Debentures) Rules, 2014.

c. There was no issue of Employee Stock Option. Hence, no disclosure is required in terms of Rule 12 (9) of Companies (Share capital and Debentures) Rules, 2014.

d. There was no provision made by the Company for any money.for purchase of its own shares by employees or by trustees for the benefit of employees. Hence, no disclosure is required in terms of Rule 16 (4) of Companies (Share capital and Debentures) Rules, 2014.

e. The issued, subscribed and paid up share capital of the Company as on 1st April 2014 at Rs.300 Lacs divided into 30,00,000 shares at Rs.10 each remained unchanged as on 31st March,2015.

APPROPRIATION OF PROFITS AFTER TAX FOR TRANSFER TO RESERVES

Your Directors proposed to transfer a sum of Rs.7.23 Lakhs to General Reserve making General Reserves amount to Rs.66.67 Lacs as at 31.03.2015.

DIVIDEND:

With a view to conserve resources of your company Directors do not recommend any dividend on Equity Shares for the year under review.

STATE OF AFFAIRS/ PERFORMANCE:

During the year under review, the Company revenue from operations stood at Rs.57.92 Lacs as against Rs. 37.19 Lacs in the previous year. The Company has earned a Net profit of Rs. 7.23 Lacs as compared to the Profit of Rs. 0.41 Lacs during the previous accounting year.

CHANGE IN NATURE OF BUSINESS, IF ANY

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The tenure of office of Mr. Mahesh B. Parikh as Managing Director ceases on 01.11.2014.

The Board on recommendation of the Nomination and Remuneration committee, at its meeting held on has reappointed Mr. Mahesh B. Parikh as Managing Director for a further period of 2 years and 11 months w.e.f. 01.11.2014 till 30.09.2017 subject to approval of the Members at the ensuing Annual General Meeting in terms of Section 188, 196, 197 read with Schedule II, Part II of Schedule V and other applicable provisions, if any, of the Companies Act,20l3.

Pursuant to Section 203 of the Companies Act, 2013, the Co. has appointed following Key Management Personnel

Mr. Imtiyazul Hasan    Chief Operating Officer and 
                       Chief Compliance Officer.

STATEMENT ON DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS

The Declarations required under Section 149(7) of the Companies Act, 2013 from the Independent Directors of the Company confirming that they met the criteria of independence as prescribed under Section 149(6) of the Companies Act,2013 as well as under Clause 49.II.B of the Listing Agreement with the Stock Exchanges, was duly received by the Company.

CORPORATE GOVERNANCE

The Company has complied with the Corporate Governance requirements under the Companies Act, 2013 and as stipulated in the Clause 49 (Revised) under the Listing Agreement with the Stock Exchanges.

A separate report on Corporate Governance under the Listing Agreement, along with the certificate from the Practicing Company Secretary confirming the compliance is annexed to this report.

DETAILS OF BOARD MEETING/COMMITTEE MEETING

Attendance	        No. of        Last AGM          Audit
                        Meeting       09.08.2014      Committee 
                        Attended

Total meetings	           4              -               4

Mr. Mahesh Parikh	   4	         YES	          4

Mrs. Sudha P. Kapadia	   2	         NO	          -

Mr. Lalit P. Dalal	   4	         YES	          4

Mr. Govind D. Rathi        4             NO               4

Mr. Jitendra Sharma        3             NO               -

Mrs. Monalisa D. Parikh    1             NO               -
(appointed on 22.05.2015)

Attendance              Nomination &       Shareholder/Investors 
                        Remuneration       Grievances Committee 
                        Committee

Total meetings                2                      4

Mr. Mahesh Parikh             2                      4

Mrs. Sudha P. Kapadia         -                      -

Mr. Lalit P. Dalal            2                      4

Mr. Govind D.Rathi            2                      4

Mr. Jitendra Sharma           -                      -

Mrs. Monalisa D. Parikh       -                      -
(appointed on 22.05.2015)

*Members of Audit Committee( Mr. Lalit P. Dalal is Chairman)

*Members of Nomination & Remuneration Committee (Mr. Lalit P. Dalal is Chairman)

*Members of Shareholders/Investor's Grievances Committee (Mr. Lalit P. Dalal is Chairman)

RISK MANAGEMENT COMMITTEE

Your Board at its meeting held on 14th Feb.2015 has constituted Risk Management Committee of the Board in terms of Clause VI C of Revised Clause 49 of the Listing Agreement.

1.      Mr. Lalit Dalal         Chairman

3. Mr. Mahesh Parikh Member

Further details of Risk Management Committee are available in the Corporate Governance Report. ANNUAL PERFORMANCE EVALUATION

The required Performance Evaluation was carried out by the Board in the Meeting held on 22nd May.2015. The Independent Directors also carried out the Performance Evaluation in terms of Clause VII (3) (c) of Schedule IV to the Companies Act 2013 in -their separate meeting held on 14th Feb.2015.

EXTRACT OF ANNUAL RETURN:

Pursuant to section 92(3) of the Companies Act, 2013, (" the Act') read with rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return is given as Annexure.

VIGIL MECHANISM /WHISTLE BLOWER POLICY

Pursuant to section 177( 9 ) read with Rule 7(Meeting of Board and its Power) Rules, 2014, and Clause 49. II. F of the Listing Agreement, your company has duly established Vigil Mechanism for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of company's code of conducts or ethics policy. Audit Committee of the Board monitors and overseas the vigil mechanism.

The detailed policy related to this Vigil Mechanism is available in the Company's website at www.mbpfin.com

RELATED PARTY TRANSACTIONS

All the related party transactions are entered on arm's length basis and are In compliance with the applicable provisions of the Companies Act, 2013 and listing agreement. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key

Managerial Personnel etc. which may have potential conflict with the interest of the Company at Large. All related party transactions are presented to the Audit Committee and the Board, if required for approval. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. Related party transactions policy as approved by the Board is uploaded on the Company's website at the web link: http://www.mbpfin.com.

STATUTORY AUDITORS:

M/s. B. R. Pancholi & Co., Chartered Accountants, being eligible offer themselves for re- appointment till the conclusion of the next AGM. If re-appointed, it will be within the prescribed limits specified in Section 139 of the Companies Act, 2013. Members are requested to appoint the auditors and to fix their remuneration. The report of the Statutory Auditors does not contain any qualification, reservation or adverse remark or disclaimer which requires any further comments or explanations in this Report. The Notes to the Financial Statements are also self explanatory and do not call for any further comments.

MATERIAL CHANGES AND COMMITMENTS:

Your Directors further states that no material changes have taken place affecting the financial position of the Company from the date of closure of financial year till the signing of Accounts.

DIRECTORS' RESPONSIBILITY STATEMENT:

Persuant to the requirement Clause ( c ) of Sub-Section ( 3) of Sec 134 of the Companies Act 2013 your Directors confirm that-

(I) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) the directors had prepared the annual accounts on a going concern basis;(v) the directors, further state that they have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(vi) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

LOANS, GUARANTEE & INVESTMENTS:

The company has not given any loans and has not made investment except, as disclosed in the financial statements of the Company during the year.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ETC. & FOREIGN EXCHANGE EARNINGS AND OUTGOINGS:

Current Year Previous Year

Nil	             Nil

The Company has not accepted any deposits.

RISK MANAGEMENT POLICY:

Risk Management Policy for the Co. including identification of elements of risk, if any, which may result into heavy financial loss is formulated and approved by the Board at its meeting on 22ndMay .2015 to be reviewed periodically.

CORPORATE RESPONSIBILITY STATEMENT (CSR):

Your Directors state that the provisions of Section 135 of the Companies Act, 2013 regarding the provisions of Corporate Social Responsibility are not applicable to the Company as the Company is not falling under the required parameters.

SECRETARIAL AUDIT:

As required under Section 204 of the Companies Act, 2013 Secretarial Audit Report as obtained from M/s. Sanjay Dholakia & Associates, Practising Company Secretary is attached and forms part of the Board Report. The Report does contain qualification, reservation or adverse remark or disclaimer on the appointment of Company Secretary, We have to state that the Company is in the process of appointment of full time Company Secretary.

NOMINATION AND REMUNERATION COMMITTEE:

The Company has constituted a Nomination and Remuneration Committee pursuant to Section 178(1) of the Companies Act, 2013 and has defined the policy on Director's appointment and payment of remuneration including criteria for determining qualifications, positive attributes, independence of a Director.

INTERNAL FINANCIAL CONTROLS:

Your Company has Adequate Internal Financial Control System at all levels of Management and they are reviewed from time to time. The Internal Audit is carried out in house as well as by a firm of Chartered Accountants. The Audit Committee of the Board looks into Internal Auditor's review which is deliberated upon and corrective action taken, where ever required.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The Co. has no subsidiary or joint venture.

CODE OF CONDUCT

The Company has adopted the code of conduct as per revised Clause 49 of the Listing Agreement applicable to all Directors and senior management personnel of the company. The company has received confirmation from all the Directors and senior management personnel of the company on the compliance of the said code of conduct.

LISTING OF SHARES

The Company's shares are listed at Bombay Stock Exchange Ltd. and Vadodara Stock Exchange Ltd. We gather that Vadodara Stock Exchange has ceased to be a Stock Exchange and hence listing would now be only at BSE. Listing fees to BSE is paid.

INSURANCE

All the assets of the Company are insured.

HUMAN RESOURCES

The relationship of your company with its employees remained cordial throughout the year. The Company is paying full attention in the development of Human Resources at all levels by group discussions, job related training etc.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the co-operation extended by all the employees, Bankers, Stock Exchange, clients and Central & State Government authorities and stakeholders.

By Order of the Board of Directors

For M. B. PARIKH FINSTOCKS LIMITED

MAHESH BHOGILAL PARILKH CHAIRMAN AND MANAGING DIRECTOR DIN No. 00212486

Place: Mumbai

Date: 22.05.2015