NUMECH EMBALLAGE LIMITED
ANNUAL REPORT 2008-2009
Numech Emballage Limited
The Directors Presents the TWENTY THIRD Annual Report of the Company and
the Audited Statement of Accounts, for the year ended 31st March 2009.
1. FINANCIAL HIGHLIGHTS:
The Main Financial Highlights of the Company are given below.
PARTICULARS March 31, 2009 March 31, 2008
SALES & OTHER INCOME 26,082 -
EXPENSES 6,78,580 6,45,977
FINANCIAL EXPENSES - -
PROFIT/(LOSS) BEFORE DEPRECIATION 7,04,662 6,45,977
DEPRECIATION 33,932 32,640
PROFIT/(LOSS) FOR THE YEAR (6,86,430) (6,78,617)
DEFERRED TAX LIABILITY FOR
CURRENT YEAR 0000 0000
PROFIT/(LOSS) AFTER TAX (6,86,430) (6,78,617)
DEFERRED TAX LIABILITY OF
PREVIOUS YEARS 0000 0000
PRIOR YEAR'S PR0FIT/(LOSS) (6,95,21,708) (6,88,43,090)
BALANCE CARRIED TO BALANCE SHEET (7,02,08,138) (6,95,21,708)
MANAGEMENT DISCUSSIONS AND ANALYSIS:
Review the Status of Company:
Your management is regularly complying with all statutory compliances and
requested the stock exchange to revoke the suspension of the securities of
the Company where the Company's shares are presently listed. Your
Management took utmost care to protect the properties of the Company at
plant, which is presently non-operational.
In the Annual General Meeting held on 29th September, 2007, the Company had
proposed creditor's voluntary winding up. However, on the request of the
members, the Company withdrew the resolution of the Creditors Voluntary
Winding up and decided to revive the Company and look out for the
opportunity to bail out the Company from the present crises in respond to
the decision. During past two years the Company/its Directors have explored
the opportunities and also negotiated with the players in the industry for
strategic alliance. Considering the market trend, demand and supply chain,
present competitors, lack of enough funds, weak financial resources, the
Directors gave a thought to restructure the Company by way of amalgamation
/ absorption/takeover or winding up. However, the same could not be
materialized and under the present circumstances the management was left
with no other option but to wind up the operations/the Company.
In view of the carried forward losses, your Directors regret their
inability to recommend any dividend.
i). Mr. Kirit V. Babaria retires by rotation as per Articles of Association
of the Company at the ensuing Annual General Meeting and being eligible
offers himself for reappointment. Your Directors recommend his
II). Mr. Harshad S. Shah retires by rotation as per, Articles of
Association of the Company at the ensuing Annual General Meeting and being
eligible offers himself for reappointment. Your Directors recommend his
iii). During the year 2008-09 none of the Directors have resigned from the
iv). The Board of Directors has received form DD-A from all the above
directors as prescribed under the Companies Disqualification of Directors
of the Company (Under Section 2Z4(1)(g) of the Companies Act, 1956)
Rules, 2003, informing that they are not disqualified under section
274(1)(g) of the Companies Act, 1956.
4. AUDITORS REPORT:
The observations made in the Auditors' Report are self-explanatory:
1. Claims against the company not acknowledge as debt:
The claims raised by the Statutory Authorities, Court Decree and the claim
of the party against the Company were not acknowledged by the Company, as
in the opinion of the Company the same were not payable. The appropriate
appeal/legal action has been initiated by the Company to defend the same.
The Notes of Auditor in this regard are self-explanatory and do not call
for any other explanation.
2. Stocks of the Company - valued and carried forward in the books as on
The stock is not revalued, as the market value of the stock, which has
become old, could not be ascertainable. In that case the carried forward
value in the books of the Company have been considered for the purpose of
3. Doubt about going concern of the Company:
The Management of the Company proposes Creditor's Voluntary Winding Up,
which shall be taken up by the members in the ensuing Annual General
4. Non Provision of Depreciation on fixed assets of the company:
All the assets of the Company were under receivership since 14th May 2004.
All the fixed assets of the Company located at Bhilad, have been returned
by the Court Receiver on 23.02.2008, in view of the order passed by Hon'ble
High Court, Bombay.
The fixed assets of the Company have not been used during the year, hence
the provision for Depreciation was not made.
5. Non-Provision of Impairment of losses:
The Company has not assessed the value of fixed assets, hence there is no
provision for impairment of Losses.
M/s Sheth & Associates, Chartered Accountants, Statutory Auditors of the
Company hold office until the conclusion of the ensuing Annual General
Meeting. The Company has received a letter from them informing that their
appointment, if made would be within the prescribed limit under Section
224(1-B) of the Companies Act, 1956 and have indicated their willingness to
The Board recommends their reappointment.
There were no employees with the company during the year or part of the
year the provisions of section 217(2A) of the Companies Act 1956 is not
applicable. Therefore the attached.
7. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, & INNOVATION AND FOREIGN
EXCHANGE EARNINGS & OUT GOINGS:
Your Company has not started with any manufacturing activity and, as such,
the Provisions of the Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988, as regards conservation of energy and
technology absorption are not applicable.
Activity related to export, initiative taken to increase exports,
development of new markets for the product and services and export plans -
There is no inflow or outflow in Foreign Exchange and therefore details
pertaining to the same are not provided herewith.
8. FIXED DEPOSITS:
The Company has not invited/accepted/renewed any fixed deposits as per the
provisions of section 58A of the Companies Act 1956 from the public during
the financial year.
The Company has taken adequate insurance wherever required.
10. CORPORATE GOVERNANCE:
As per the Listing Agreements executed with the Stock Exchange, the Company
has been following the Corporate Governance Code from the Financial Year
2002-2003 onwards. The Company has complied with all the requirements of
the Corporate Governance as per revised Clause 49 of the Listing Agreement.
Therefore, the Management Discussion And Analysis, the Corporate Governance
Report, together with the Auditors' Certificate on compliance with the
conditions of corporate governance obtained from Sheth and Associates,
Chartered Accountants, Mumbai, the Statutory Auditors of the Company forms
part of the Annual Report.
11. CEO/CFO CERTIFICATE:
In absence of the Managing Director and/ or President Finance in the
Company Mr. Kirit V. Babaria, Director was designated as CEO for the
purpose of Clause 49(5) of the Listing Agreement entered in to with the
Stock, Exchange Mumbai. He has submitted the Certificate to the Board of
Directors regarding the financial statements and other matters as required
under Clause 49(5) of the listing agreement.
12. DEMATERIALIZATION OF SHARES:
5,83,010 Equity Shares representing 15.55% of total paid up equity share
capital were dematerialized as on 30th June 2009.
13. DIRECTORS RESPONSIBILITY STATEMENT:
In Compliance of Section 217 (2AA), as incorporated by the Companies
(Amendment) Act, 2000 in the Companies Act, 1956 your Directors confirm
a) The Company has followed the applicable standards in the preparation of
the Annual Accounts and there had been no material departure.
b) Directors had selected the accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent, save and except for valuation of stock and provision for
depreciation, so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit or loss of
the Company for the aforesaid period.
c) The Directors have taken proper and sufficient care for 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.
(d) Though the Auditors have raised a doubt about 'Going Concern', the
Directors have prepared the Annual . accounts on going concern basis.
The Board of Directors expresses their deep gratitudefor the * co-
operation and support extended to your Company by its shareholders and
looks forward to their continued co-operation.
For and on behalf of Board,
Numech Emballage Limited
Date : 31st July, 2009
Place : Mumbai