REPORT OF THE DIRECTORS' & MANAGEMENT DISCUSSION & ANALYSIS To,- The Members 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. 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 atmost 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. 1. DIVIDEND: In view of the carried forward losses, your Directors- regret their 4 inability to recommend any dividend. 2 DIRECTORS: 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 reappointment. 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 reappointment. iii) During the year 2008-09 none of the Directors have resigned from the Board. 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 274(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. 3. 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 31.03.2004 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. audit. 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 Meeting. . 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. 4. AUDITORS: 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 continue. The Board recommends their reappointment. 5. PERSONNEL: 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. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, & INNOVATION AND FOREIGN EXCHANGE EARNINGS & OUTGOINGS: 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. - Not Applicable. There is' no inflow or outflow in Foreign Exchange and therefore details pertaining to the same are not provided herewith. 6. 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. 7. INSURANCE: The Company has taken adequate, insurance wherever required. 8 . 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. 9. 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. 10. DEMATERIALIZATION OF SHARES 5,83,010 Equity Shares representing 15.55% of total paid up equity share capital were 11 . 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 that: (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. 12. ACKNOWLEDGEMENT: The Board of Directors expresses their deep gratitude for the co-operation and support extended to #syour Company by its shareholders and looks forward to their continued co-operation. For and on behalf of Board, Numech Emballage Limited Sd/- Kirit Babaria Chairman Date: 31st July, 2009 Place: Mumbai |