STANROSE MAFATLAL LUBECHEM LIMITED
ANNUAL REPORT 2005-2006
STANROSE MAFATLAL LUBECHEM LIMITED
Your Directors hereby present their Eleventh Report together with the
Audited Statement of Accounts of the Company for the financial year
ended 31st March, 2006.
FINANCIAL RESULTS: (in Rupees)
Total Income 32,00,028 53,66,245
(Loss) before interest &
depreciation (9,22,280) (3,82,267)
Interest 87,070 3,64,054
Depreciation (12,76,306) (7,68,564)
Profit / (Loss) for the year (7,68,564) 8,27,038
PERFORMANCE OF THE COMPANY:
As reported last year the Company is already out of lubricant business.
During the year under report, it has undertaken a little trading in textile
goods, the turnover of which is about Rs.6,51,533/-. The remaining income
is mainly generated from the financial assets in the nature of profit on
sale of shares, dividend and interest aggregating to about Rs.25,47,955/-
On the other hand the expenses for employees for the year have considerably
reduced to Rs. 2,24,324/- from Rs. 3,45,268/- in the previous year. During
the year under report, the Customs, Excise and Service Tax Appellate
Tribunal (CESTAT) has set aside the demands of Excise Authorities on
Company's blenders which were not acknowledged by the Company amounting to
Rs. 251.16 Lacs.
In view of the losses, your Directors do not recommend any dividend for the
year under review.
The Company's equity shares are listed on the Mumbai Stock Exchange vide
code No.520149 and Ahmedabad Stock Exchange vide code no.38014.
The securities are admitted in CDSL vide ISIN No.INE521D01011 (Currently
suspended). The Company had applied to the Mumbai Stock Exchange for in-
principle approval for listing of its restructured / reorganized equity
share capital, but no such approval was given since the public shareholding
in the Company has gone below 10%. Hence the Company's securities are
suspended from trading on the Mumbai Stock Exchange and deactivated for
dematerialisation in CDSL.
In respect of the equity shares held in electronic form, the depository is
yet to effect the corporate action pertaining to new equity shares of the
face value of Rs. 5/- each, since no in principle approval has been granted
nor any other proper response given by the Mumbai Stock Exchange to the
Company or CDSL, which is a pre-requisite for CDSL to give effect to the
necessary corporate action. Our consistent efforts with BSE could not yield
any result and the above matters still remained unresolved by them.
The Company has appointed M/s. MCS Limited as its common agent for handling
R & T Work including physical as well as denial related activities (as and
when approved by CDSL) with effect from 1st January 2005. Any query related
to the equity shares of the Company may be addressed to our Registers and
Shares Transfers Agents, MCS Ltd., Unit: Stanrose Mafaltal Lubechem
Limited, Harmony, Plot No 6, Sector 1, Khanda Colony, New Panvel (West).
The Company is following good corporate practices and complying with all
the Statutory and Regulatory provisions applicable to it. However, now
since the Paid-up Capital of the Company stands reduced below Rupees Three
Crores, a detailed report on Corporate Governance as provided under Clause
no 19 of the Listing Agreement with the Stock Exchanges, is not required to
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies Act,
1956, with respect to Directors Responsibility Statement, it is hereby
1. That in the preparation of the annual accounts for the financial year
ended 31st March 2006, the applicable accounting standards have been
followed along with proper explanation relating to material departures;
2. That the Directors have selected such accounting policies and applied
them consistently and made judgements and estimates that were reasonable
and prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year ended 31st March 2006 and of
the profit or loss of the Company for the year under review ;
3. That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act 1956 for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;
4. That the Directors have prepared the accounts for the financial year
ended 31st March 2006 on a 'going concern' basis.
In accordance with the provisions of Section 256 of the Companies Act 1956,
Mr. S. B. Shah, Director of the Company, is due to retire by rotation at
the ensuing Eleventh Annual General Meeting of the Company and is eligible
None of the Directors of the Company is disqualified from being appointed
as Director as specified in Section 274 of the Companies Act, 1956.
Your Company has not accepted any fixed deposits during the year under
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS
Since, the Company has exited the lubricants business, there is 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,
there was no earning or payment made in foreign exchange.
PARTICULARS OF EMPLOYEES
The 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 has
been included in this regard in this Report.
AUDITORS AND AUDITORS' REPORT
You are requested to appoint Auditors for the current year to hold office
from the conclusion of the ensuing Annual General Meeting until the
conclusion of the next Annual General Meeting and to fix their
The Directors have taken a note of the observations made by the Auditors in
their Report. The concerned notes on accounts referred to in these
observations are self-explanatory.
Your Directors would like to express their grateful appreciation for the
assistance and co-operation received from bankers, government authorities.
shareholders and employees.
On behalf of the Board of Directors
BHARAT N. DAVE
Place : Mumbai
Dated : 26th June, 2006