DIRECTORS' REPORT To, The Shareholders, Your Directors have great pleasure in presenting the 27th Annual Report together with the Audited Accounts for the year ended 31st OPERATIONS: Your Company has not done any business during the year under review. Inspite of efforts, in view of lack of investors, the Revival Plan of the Company was kept on hold. The Company is exploring other services of revenue to maximize returns to the Shareholders and discussing with various companies for its revival. DIVIDEND: As there was no activity, your Board does not propose any dividend for the year ended 31st March, 2014. FIXED DEPOSITS: Your Company has not accepted any deposits 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 Section 149(10) of the Companies Act, 2013, Independent Directors are required to be appointed for a term of 5 consecutive years and can be reappointed for a maximum of two terms. They shall not be liable to retire by rotation. Accordingly, resolutions proposing appointment of the Independent Directors form part of the Notice of the AGM. Mr. Manjunath D Shanbhag, Mr. Rajendra M Bolya and Mr.Sitaram Verma are being reappointed as Independent Directors, not liable to retirement by rotations for a terms of 5 consecutive years. The necessary resolutions are placed for the approval of the Members. 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 31 st March, 2014 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 a Firm of Practicing Company Secretaries certifying compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this Report. SECRETARIAL COMPLIANCE CERTIFICATE: Pursuant to provisions of Section 383Aof the Companies Act, 1956 and the rules made there under, the Company has obtained a Secretarial Compliance Certificate from GMJ&Associates, Company Secretaries. The same is attached herewith. AUDITORS: Your Company's Auditors, M/s. S. K. Bhageria & Associates.Chartered Accountants, retire at the ensuing AGM and, being eligible, have offered themselves for re-appointment. The Board, on the recommendation of the Audit Committee, has recommended the re-appointment of M/s. S. K. Bhageria & Associates, Chartered Accountants for a period of 3 (Three) years in accordance with Section 139 of the Companies Act, 2013. Appropriate resolution seeking your approval to the said re-appointment is appearing in the Notice convening the 27th AGM of the Company. AUDITORS' OBSERVATIONS: The observations of the auditors contained in their Report have been adequately dealt with in the Notes to the Accounts which are self explanatory and, therefore, do not call for any further comments. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION: As there were no business activities during the year under review, 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 is 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 on Bombay Stock Exchange Ltd. The Company is regular in payment of listing fees. BUY-BACK OF SHARES: There was 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. For and on behalf of the Board FOR EVERGREEN TEXTILES LIMITED RAJENDRA M.BOLYA (DIN: 00086395) DIRECTOR Date:30.05.2014 Place: Mumbai |