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Directors Report of Evergreen Textiles Ltd.

Mar 31, 2011

THE SHAREHOLDERS

The Directors have great pleasure in presenting their 24th Annual Report together with the Audited accounts for the year ended March 31, 2011.

FINANCIAL RESULTS

(RS. IN LACS)

Year ended Year ended Particulars 31-03-2011 31-03-2010

Total Income 6.15 1.60

Profit(Loss) before Tax (3.94) (13.27)

Provision for Tax-FBT - -

Profit (loss) after Tax (3.94) (13.27)

Prior Period Adjustments - -

Balance brought forward (1550.99) (1537.72)

Balance carried to Balance Sheet (1554.93) (1550.99)

OPERATIONS

The Company has not been active for the past several years due to a severe financial crisis, for the past three years the Company was in the process of gradually liquidating all debts with various Banks and Financial institutions. Your Directors are glad to report that during these years the Company has cleared all secured and unsecured loans.

Your Directors are pleased to report that a study for the revival of the Company is already commissioned and is underway.

DIVIDEND:

As there was no activity, your board does not propose any dividend for the year ended March 31, 2011.

WINDING UP PROCEEDINGS BEFORE BOMBAY HIGH COURT:

With regard to Winding Up Proceedings, the Hon'ble High Court of Judicature at Mumbai has passed an Order dated 13th March, 2009 dismissing Company Petition No.509 of 2006. As per the Order, the Company is required to file an Undertaking in respect of various directions given by the Hon'ble Bombay High Court. The orders of the Hon'ble Bombay High Court has been complied with.

FIXED DEPOSITS:

Your Company has not accepted any deposit within the meaning of section 58A of the Companies Act, 1956 from the public and the rules made there under.

BOARD OF DIRECTORS:

As per the provisions of section 256 of the Companies Act, 1956. Mr. M. D. Shanbhag retire's by rotation and being eligible offers himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956 the directors confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure.

ii. Appropriate policies have been selected and applied consistently and judgments and estimates wherever made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2011 and of the loss of the company for that year.

iii. Proper and sufficient care has been taken 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.

iv. The annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE AND COMPLIANCE CERTIFICATE:

Separate notes on Corporate Governance and Management Discussion and Analysis Report are made part of this Annual Report. A Certificate from the Practicing Company Secretary of the Company certifying compliance conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

AUDITORS:

M/s. S. K. Bhageria & Associates, Chartered Accountants, auditors of the company are retiring at the ensuing Annual General Meeting. They are eligible for re-appointment and have expressed their willingness to act as auditors, if re-appointed. The Company has received a certificate from them that they are qualified under section 224 (1) of the Companies Act, 1956, for appointment as Auditors of the Company. Members are requested to consider their appointment at a remuneration to be decided by the Board of Directors for the financial year ending March 31, 2012 as set out in the Notice convening the Meeting.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

During the year under review, as there were no activities, the requisite information with regard to the conservation of energy, technology absorption (Disclosures of Particulars in the report of Board of Directors) Rules is irrelevant/not applicable to the company during the year under review, the same are not reported.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

There are no Foreign Exchange earnings & Outgo during the year.

PARTICULARS OF EMPLOYEES:

There are no employees as required under section 217(2A) of the Companies Act, 1956.

LISTING AGREEMENT REQUIREMENTS:

Shares of the company are listed at the Stock Exchanges at Mumbai, Kolkata, Ahmedabad, and Delhi. The company has not paid the listing fees for Kolkata, Ahmedabad, and Delhi Stock Exchanges since the company is in process of getting the equity shares delisted from these stock exchanges.

BUY-BACK OF SHARES:

There were no buy-back of shares during the year under review.

ACKNOWLEDGMENT:

Your Directors place on record their sincere appreciation to the Company's shareholders, customers, suppliers, bankers and distributors for the support they have given to the Company and the confidence, which they have reposed in its management and the employees for the commitment and dedication shown by them.

By Order of the Board, FOR EVERGREEN TEXTILES LIMITED

sd/- (RAJENDRA M.BOLYA) DIRECTOR

Mumbai. 22nd August, 2011.






Mar 31, 2010

The Directors are presenting herewith the Twenty Third Annual Report and Audited Statement of Accounts for the year ended 31st March, 2010.

OPERATIONS:

Your Company has not done any business during this year. your board is working to restart the Company and in negotiations with a foreign company to form a Joint Venture and restart acivities.

DIVIDEND:

Due to Accumulated losses and Shut down of the Companys Operations, your board has decided not to recommend any dividend during the year under review.

WINDING UP PROCEEDINGS BEFORE BOMBAY HIGH COURT:

With regard to Winding Up Proceedings, the Honble High Court of Judicature at Mumbai has passed an Order dated 13th March,2009 dismissing Company Petition No.509 of 2006. As per the Order, the Company is required to file an Undertaking in respect of various directions given by the Honble Bombay High Court. The orders of the Honble Bombay High Court has been complied with.

DIRECTORS:

As per the provisions of the Companies Act, 1956 and in terms of the Articles of Association of the Company Mr. Rajendra M.Bolya, Director of the Company retire by rotation and being eligible, offers himself for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000, the Directors confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure.

(ii) Appropriate policies have been selected and applied consistently and the judgements and estimates wherever made are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31st March.2010 and of the loss of the Company for that year.

(iii) Proper and sufficient care has been taken 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.

(iv) The annual accounts have been prepared on a going concern basis.

AUDITORS :

M/s. S. K. Bhageria & Associates, Chartered Accountants, Statutory Auditors of the company are retiring at the ensuing Annual General Meeting. They are eligible for re-appointment and have

expressed their willingness to act as auditors, if re-appointed. The Company has received a certificate from them that they are qualified under section 224 (1) of the Companies Act, 1956, for appointment as Auditors of the Company. Members are requested to consider their appointment at a remuneration to be decided by the Board of Directors for the financial year ending March 31, 2011 as set out in the Notice convening the Meeting.

CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreement, the Company was required to implement Corporate Governance Code and Follow the Procedure laid down in the said Code. Due to adverse financial position of the Company and non availability of independent Directors coupled with Liquidation matter pending in High Court, the Board of Directors had decided to request Stock Exchange for exempting the Company from requirement of Clause 49 of the Listing Agreement. The Company has not received any communication from the Stock Exchange in this matter.

LISTING REQUIREMENTS:

The Equity Shares of the Company are at present listed with the Stock Exchanges at Ahmedabad, Delhi, Kolkatta and Mumbai.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO:

Information in accordance with the Provisions of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure with particulars in the Report of Board of Directors) Rules 1988 are not furnished as there was no manufacturing activities during the year.

Foreign Exchange Earning and Outgo Rs. NIL.

PARTICULARS OF EMPLOYEES :

During the year under review, there was no employee drawing salary in excess of limits prescribed under Section 217(2)(A) of the Companies Act, 1956 and the Rules prescribed thereunder.

FIXED DEPOSITS:

Your Company has not invited or accepted any fixed deposits within the meaning of Section 58A of the Companies Act, 1956 during the year.

ACKNOWLEDGEMENT:

Your Directors are pleased to place on record their sincere appreciation for the co-operation extended by the Financial Institutions and the Companys Bankers.

Yours Directors also express gratitude to the Shareholders of the Company for the confidence reposed in the management.

By Order of the Board,

FOR EVERGREEN TEXTILES LIMITED

(M. D. SHANBHAG) (RAJENDRA M.BOLYA) Director Director

Mumbai Date : 20th August, 2010



 
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