Your Directors have pleasure in presenting the Thirty-Seven (37th) Annual Report, together withthe Audited Financial Statements of the Company for the Financial Year ended March 31, 2024.
(Rs. in Lakhs except EPS)
Particulars
For the Year endedMarch 31, 2024
For the Year endedMarch 31, 2023
Revenue From Operation
2384.56
-
Other Income
45.28
Total Income
2429.84
Total Expenses
2210.32
16.90
Profit/Loss before exceptional items & tax
219.52
(16.90)
Exceptional items
Profit/Loss before tax
Tax expense
(43.62)
Net profit/loss after tax
219.47
Prior Period Adjustments
Earnings Per Share
Basic
4.57
(0.35)
Diluted
During the year under review, company's approach towards growth has delivered satisfactoryresults during the year 2023-24 as the company has carried out business activity during theyear in comparison to the previous year. The company is expecting more revenue and sure togrow in terms of net profit in the upcoming years. The company will strive to improve itsperformance in long term prospects based on actual pace of global economy.
In view of the Company does not carry out any business activities, the Board of Directors hasconsidered it prudent not to recommend any dividend for the Financial Year under review.
The Paid up Equity Share Capital, as at March 31, 2023 was Rs. 48,000,000/- divided into48,00,000 Equity shares, having face value of Rs. 10/- each fully paid up.
During the year under review, the Company has increased in the Authorised Share Capital ofthe Company from existing Rs. 5,00,00,000 (Rupees Five crore) divided into 50,00,000 (FiftyLakhs Only) Equity Shares of Rs. 10/- each to Rs. 20,00,00,000 (Rupees Twenty Crore) dividedinto 2,00,00,000 (Two Crore) Equity Shares of Rs. 10/- each ranking pari passu in all respectwith the existing Equity Shares of the Company as per the Memorandum and Articles ofAssociation of the Company.
The Company has not issued shares during the year under review however the Company hasdecided to convert in whole or in part, the loan given, by the various types of lenders to theCompany up to the amount of INR 50,00,00,000/- (Indian Rupees Fifty Crores Only) in respectof such loan, at the option of the Lenders, into fully paid-up Equity Shares of the Company, onsuch terms and conditions as may be stipulated in the Loan agreement or convertible securitiesor shares with differential voting rights nor has granted any stock options or sweat equity orwarrants. As on March 31, 2024, none of the Directors of the Company hold instrumentsconvertible into Equity Shares of the Company.
Further in the Board meeting held on 21st March 2024 the Board has approved the issuance ofthe equity shares of the Company of face value of Rs. 10/- each for an amount not exceedingRs. 15 Crore (Rupees Fifteen Crores only) by way of Rights Issue, for which the Company hasreceived approval for allotment from BSE on 06th May, 2024, the Board of Directors of theCompany in their meeting held on 06th May, 2024 has allotted 1,44,00,000 equity shares facevalue of Rs. 10.00 each on rights basis to the eligible existing equity shareholders of theCompany as on the record date i.e 27th March, 2024, in the ratio of three (3) rights equityshare(s) for every one (1) fully paid-up equity share(s).
During the year under review, the Company has not carried out business activities, thereforethe Company has not transferred any amount to Reserves.
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
The Company does not have any Subsidiaries, Joint Ventures and Associate Companies.
During the year under review the Company has changed the nature by replacing the existingMain Objects of Clause III (A) of Memorandum of Association with following new Clause III (A):
1. To manufacture, produce, refine, process, formulate, acquire, convert, sell, distribute,import, export, deal in either as principals or agents in organic and inorganic chemicals,alkalis, acids, gases, petrochemicals, salts, electro-chemicals, chemical elements andcompound pesticides, insecticides, explosives, light and heavy chemicals of any nature usedor capable of being used in the pharmaceuticals, textile industry, defence chemicals,fertilisers, petrochemicals and industrial chemicals and pesticides and insecticides, solventsof any mixtures derivatives and compounds thereof and also providing logistics services andadvertising and IT and installation of stalls, all types of pharma products, Plastics products,collateral services and warehousing services, transporting, storing, developing, promoting,marketing or supplying, trading, all types agro products dealing in any manner whatsoeverin all type of goods on retail as well as on wholesale basis in India or elsewhere.
2. To manufacture, produce, refine, process, formulate, buy, sell, export, import or otherwisedeal in heavy and light chemicals, chemical elements and compounds, including withoutlimiting to the generality of foregoing laboratory and scientific chemicals or any of anynature used in the pharmaceutical industry, agriculture chemicals, glass and ceramicindustries, tiles, poultry feeds, cattle feeds, rubber and paints, chemicals or any mixture,derivatives and compounds thereof including calcite, feldspar, dolomite, gypsum, quartz,silicon, earth, rock phosphate, soap-stone and franchiser, consultant, collaborator, stockist,liasioner, job worker, export house of goods, merchandise and services of all grades,specifications, descriptions, applications, modalities, fashions, including by-products, sparesor accessories thereof, on retail as well as on wholesale basis.
The Board of Directors includes the Executive, Non-Executive Independent Directors so as toensure proper governance and management. The Board consists of Five (5) Directorscomprising of One (1) Executive Director, Four (4) Non-Executive Independent Directorsincluding One (1) Woman Director as on March 31, 2024.
The Company is having the following persons as the Key Managerial Personnel.
Sr. No.
Name of Personnel
Designation
1.
Mr. Chirag Kanaiyalal Shah
Managing Director
2.
Mr. Pankaj Tulsiyani
Company Secretary
3.
Mr. Harish Sharma
Chief Financial Officer
In accordance with the provisions of Section 152(6) of the Act and the Articles of Associationrotation at the forthcoming Annual General Meeting, Mr. Chirag Kanaiyalal Shah, ManagingDirector of the Company, being eligible, has offered himself for reappointment.
During the year under review following appointment and resignation take place as mentionedunder;
> Appointment of Mr. Chirag Kanaiyalal Shah (DIN: 09654969) as a Managing Director of theCompany with effect from 04th November, 2023.
> Appointment of Mr. Dhrumil Ashok Gandhi (DIN: 09766106) as an Independent Director ofthe Company with effect from 04th November, 2023.
> Appointment of Mr. Dinesh Chander Notiyal (DIN: 10289995) as an Independent Director ofthe Company with effect from 04th November, 2023.
> Appointment of Ms. Avani Savjibhai Godhaniya (DIN: 10387729) as an Women IndependentDirector of the Company with effect from 09th November, 2023.
> Appointment of Mr. Harish Sharma as a Chief Financial Officer of the Company with effectfrom 09th November, 2023.
> Appointment of Mr. Pankaj Tulsiyani as a Company Secretary and Compliance Officer of theCompany with effect from 01st December, 2023.
> Change in Designation of Mr. Jetharam Karwasra (DIN: 05254442) as an IndependentDirector of the Company with effect from 14th July, 2023, who was appointed as anadditional Director of the Company.
Further in accordance with the Share Purchase agreement the following person resigned fromthe Company with effect from 07th November, 2023.
> Resignation of Mr. Manjunath Damodar Shanbhag as an Managing Director of theCompany;
> Resignation of Mr. Sitaram Baijnath Verma as an Independent Director of the Company;
> Resignation of Mr. Rajendra Manoharsingh Bolya as an Independent Director of theCompany.
> Resignation of Mrs. Sanskruti Avinash Haryan as an Women Independent Director of theCompany.
> Resignation of Mr. Sushant Suresh Shinde as an Chief Financial Officer of the Company.
> Resignation of Ms. Jesal Bhogilal Mehta as an Whole Time Company Secretary of theCompany.
All Non-Executive Independent Directors of the Company have given declarations that theymeet the criteria of independence as laid down under Section 149(6) of the Act, andRegulation 16(1) (b) of the Listing Regulations.
Pursuant to the provisions of Section 134(3) (c) of the Companies Act, 2013, with respect toDirectors Responsibility Statement it is hereby confirmed that:
(a) that in the preparation of the Annual Accounts, the applicable accountingstandards had been followed along with proper explanation relating to materialdepartures, if any;
(b) that the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company at the end of the Financial Yearand of the profit and loss of the Company for that period;
(c) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
(d) the Directors had prepared the annual accounts on a going concern basis;
(e) the Directors had laid down Internal Financial controls to be followed by the Companyand that such Internal Financial controls are adequate and were operating effectively.
(f) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
The Board of Directors of your Company met 15 (Fifteen) times during the Year and the gapbetween two meetings did not exceed the statutory period laid down by the Companies Act,2013 and the Secretarial Standard-I issued by the Institute of Company Secretaries of India.The necessary quorum was present for all the meetings. The details of the meetings are dulymentioned in the Corporate Governance Report, which forms part of this Annual Report.
The following are the dates on which the Board Meetings and Committee Meeting held duringthe year under review:
Board Meeting
S. No
Date of Meeting
March 21, 2024
9.
November 04, 2023
February 27, 2024
10.
October 09, 2023
January 20, 2024
11.
September 07, 2023
4.
December 30, 2023
12.
August 07, 2023
5.
December 19, 2023
13.
July 14, 2023
6.
December 04, 2023
14.
June 19, 2023
7.
November 09, 2023
15.
May 29, 2023
8.
November 07, 2023
12. COMMITTEES OF THE BOARD:
The company has several committees which have been established as a part of best corporategovernance practices and are in compliance with the requirements of the relevant provisionsof applicable laws and statues.
The Board has constituted following Committees:
♦♦♦ Audit Committee,
♦♦♦ Nomination & Remuneration Committee and♦♦♦ Stakeholders Relationship Committee.
The composition of various committees and compliances, as per the applicable provisions ofthe Companies Act, 2013 and the Rules there under and SEBI (Listing Obligations & DisclosureRequirements) Regulations, 2015 ("Listing regulations") are as follows.
The details with respect to the compositions, powers, roles, terms of reference etc. of relevantcommittees are given in detail in the 'Report on Corporate Governance' of the companywhich forms part of this Annual Report.
Pursuant to the provisions of the Companies Act, 2013 and Listing regulations, the Companyhas implemented a system of evaluating performance of the Board of Directors and of itsCommittees and individual Directors on the basis of evaluation criteria suggested by theNomination and Remuneration Committee and the Listing regulations. Accordingly, the Boardhas carried out an evaluation of its performance after taking into consideration variousperformance related aspects of the Board's functioning, composition of the Board and itsCommittees, culture, execution and performance of specific duties, remuneration, obligationsand governance. The performance evaluation of the Board as a whole, Chairman and Non¬Independent Directors was also carried out by the Independent Directors in their meeting heldon February 27, 2024.
Similarly, the performance of various committees, individual Independent and NonIndependent Directors was evaluated by the entire Board of Directors (excluding the Directorbeing evaluated) on various parameters like engagement, analysis, decision making,communication and interest of stakeholders.
The Board of Directors expressed its satisfaction with the performance of the Board, itscommittees and individual Directors.
The Company has adopted a Whistle Blower Policy to provide a formal mechanism to theDirectors and Employees to report their concerns about unethical behavior, actual or suspectedfraud or violation of the Company's Code of Conduct or Ethics Policy. The policy provides foradequate safeguards against victimization of employees who avail of the mechanism and alsoprovides for direct access to the Chairman of the Audit Committee. It is affirmed that nopersonnel of the Company has been denied access to the Audit Committee. The Whistle BlowerPolicy has been posted on the website of the Company (www.markobenzventures.com).
During the year under review, your Company has not entered into transactions with relatedparties as defined under Section 2(76) of the Companies Act, 2013 read with Companies(Specification of Definitions Details) Rules, 2014, and hence provisions of Section 188 of theCompanies Act, 2013 are not applicable to the Company.
Your Company has neither given any loans, guarantee or provided any security in connectionwith a loan nor made any investments covered under the provisions of Section 186 of theCompanies Act, 2013 during the year under review.
As required under Section 134(3) (a) & Section 92(3) of the Act, the Annual Return is put up onthe Company's website and can be accessed at www.markobenzventures.com & Extracts of theAnnual return in form MGT 9 for the Financial Year 2023-24 is uploaded on the website of theCompany and can be accessed at www.markobenzventures.com.
19. AUDITORS:
During the year under review M/s. S. Ramanand Aiyar & Co Chartered Accountants (ICAIRegistration No. 000990N), were appointed as the statutory auditors of the company witheffect from 09th November, 2023, to conduct the audit of Financial year 20223-24, in place ofM/s. S.K. Bhageria & Associates, Chartered Accountants (ICAI Registration No. 112882W) whoresigned from the post of Statutory Auditor of the Company as per the terms and condition ofShare Purchase Agreement on 07th November, 2023.
The first proviso to section 139(1) of the Companies Act, 2013 has been omitted vide section40 of the Companies (Amendment) Act, 2017 notified on 7th May, 2018. Therefore, it is notmandatory for the Company to place the matter relating to appointment of statutory auditorfor ratification by members at every Annual General Meeting. Hence the Company has notincluded the ratification of statutory auditors in the Notice of AGM.
The Report given by M/s. S. Ramanand Aiyar & Co. Chartered Accountants, on the financialstatements of the Company for the Financial Year 2023-2024 is a part of the Annual Report.The Auditors comments on your company's accounts for year ended March 31, 2024 are self -explanatory in nature and do not require any explanation as per provisions of Section 134 (3)(f) of the Companies Act, 2013.
There were following qualifications, reservation or adverse remark or disclaimer made byStatutory Auditor in its report:
• Note 2.20 (11) of the financial statements, which states that the Company has madeprovision towards gratuity on the basis of Gratuity Act instead of Ind AS 19 as prescribedby ICAI. "Employee Benefit. Our opinion is not modified in respect of this matter.
The Board of Directors has undertaken to take the corrective steps for the above mentionedqualifications in current financial year.
During the financial year 2023-24, the Statutory Auditor has not reported to the auditcommittee any instance of fraud committed against the Company by its employees or officersunder section 143(12), the details of which need to be reported in Board's Report.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company hasappointed M/s. Ramesh Chandra Bagdi & Associates, a firm of Company Secretaries in Practiceto undertake the Secretarial Audit of the Company. The Secretarial Audit Report is appended asAnnexure 'A' which forms a part of this report.
Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Companies(Accounts) Rules, 2014, the Board on recommendation of the Audit Committee has appointedMr. Navin Mehta for the Financial Year 2023-2024.
Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Rules madethere under, the appointment of Cost Auditor is not applicable to the Company for theFinancial Year 2023-2024.
The provisions of Section 135 of the Companies Act, 2013 read with the Companies (CorporateSocial Responsibility Policy) Rules 2014, were not applicable to the Company for the FinancialYear 2023-2024.
21. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS ORCOURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'SOPERATIONS IN FUTURE:
There are no significant / material orders passed by the Regulators or courts or Tribunalsimpacting the going concern status of your Company and its operations in future.
The Company's Equity Shares have been admitted to the depository mechanism of the CentralDepository Services (India) Limited (CDSL). As a result the investors have an option to hold theshares of the Company in a dematerialized form in such Depository. The Company has beenallotted ISIN No. INE229N01010. As on March 31, 2024, a total of 37,01,745 Equity Sharesrepresenting 77.12% of the paid up capital of the Company were held in dematerialized formwith CDSL. During the year Company has making a best effort to convert all the physical shareinto dematerialized form.
Shareholders therefore are requested to take full benefit of the same and lodge their holdingswith Depository Participants [DPs] with whom they have their Demat Accounts for getting theirholdings in electronic form.
Your Company is committed to conducting its business in accordance with the applicable laws,rules and regulations and highest standards of business ethics. In recognition thereof, theBoard of Directors has implemented a Code of Conduct for adherence by the Directors(including Non-Executive Independent Directors), Senior Management Personnel andEmployees of the Company. This will help in dealing with ethical issues and also foster a cultureof accountability and integrity. The Code has been posted on the Company's website(www.markobenzventures.com..)
All the Board Members and Senior Management Personnel have confirmed compliance withthe Code.
The Company has an Internal Control System, commensurate with the size, scale andcomplexity of its operations. The scope and authority of the Internal Audit function is definedby the Audit Committee. To maintain its objectivity and independence, the Internal Auditfunction reports to the Chairman of the Audit Committee of the Board& to the ManagingDirector.
The Internal Audit Department monitors and evaluates the efficacy and adequacy of internalcontrol system in the Company, its compliance with operating systems, accounting proceduresand policies of the Company.
Based on the report of internal audit function, the Company undertakes corrective action intheir respective areas and thereby strengthens the controls. Significant audit observations andrecommendations along with corrective actions thereon are presented to the Audit Committeeof the Board.
Pursuant to Regulation 15(2) of the Listing Regulations, compliance with the corporategovernance provisions are not applicable to your Company as the Company's paid up EquityShare Capital does not exceed of Rs.10 Crores and net worth does not exceed of Rs.25 Croresas on March 31, 2024.
However during the current financial year 2024-25 the Company has issued 1,50,00,000 FullyPaid-up Equity Shares of Rs. 10/- each aggregating to an amount of Rs. 15,00,00,000 in total, byway of Rights Issue to the eligible equity shareholders of the Company as on the Record Date inaccordance with the provisions of Companies Act, 2013 and the rules made thereunder, theSecurities and Exchange Board of India (Issue of Capital and Disclosure Requirements)Regulations, 2018, which result in increase of Paid up Share Capital amounting to Rs.19,20,00,000/-, thereby falls under the criteria as specified for the applicability of CorporateGovernance.
A separate section on Corporate Governance Standards followed by your Company, asstipulated under Regulation 34(3) read with Schedule V of SEBI (Listing Obligation andDisclosure Requirement) Regulation 2015 is enclosed as Annexure to this Report. The Reporton Corporate Governance also contains certain disclosures required under Companies Act,2013.
A Certificate from M/S. Ramesh Chandra Bagdi Practicing Company Secretaries, conformingcompliance to the conditions of Corporate Governance as stipulated under Regulations 17, 18,19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 andpara C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirement)Regulation 2015, is annexed to this Report.
As there were no business activities during the Year under review, the requisite informationwith regard to conservation of energy and technology absorption as required under Section134 of the Companies Act, 2013 read with Companies (Account) Rules, 2014 is not applicable tothe Company during the Year under review.
The Company has not earned and spent any Foreign Exchange during the Financial Year 2023¬2024.
Your Company recognizes the risk is an integral part of business and is committed to managingthe risks in a proactive and efficient manner; your Company periodically assesses risks in theinternal and external environment, along with the cost of treating risks and incorporates risktreatment plans in its strategy, business and operational plans.
The Company is having a Risk Management Policy which has been entrusted with theresponsibility to assist the Board (a) to ensure that all the current and future material riskexposures of the Company are identified, assessed, quantified, appropriately mitigated,minimized and managed i.e. to ensure adequate systems for risk management (b) to establish aframework for the Company's risk management process and to ensure its implementation (c)to enable compliance with appropriate regulations, wherever applicable, through the adoptionof best practices (d) to assure business growth with Financial stability.
The disclosures relating to remuneration and other details as required under Section 197 (12)of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014 forms part of this Report. Having regard to the provisionsof the second proviso to Section 136(1) of the Act and as advised, the Annual Report excludingthe aforesaid information is being sent to the members of the Company.
Further, Pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(2) and (3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 was notapplicable to the Company during the Financial Year 2023-2024.
29. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OFTHE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIALYEAR TO WHICH THEFINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
The following changes take place that affects the financial position of the Company which haveoccurred between the end of the Financial Year of the Company to which the financialstatements related i.e. March 31, 2024 and the date of this report:
The Company has issued equity shares of the Company of face value of Rs. 10/- each for anamount not exceeding Rs. 15 Crore (Rupees Fifteen Crores only) by way of Rights Issue to theeligible equity shareholders of the Company as on the Record Date, in accordance with theprovisions of Companies Act, 2013 and the rules made there under, the Securities andExchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018
The following transaction take place during the year under review:
> Increase in Authorised Share Capital of the Company and Alteration of Capital Clause ofMemorandum of Association of the Company from existing Rs. 5,00,00,000 (Rupees Fivecrore) divided into 50,00,000 (Fifty Lakhs Only) Equity Shares of Rs. 10/- each to Rs.20,00,00,000 (Rupees Twenty Crore) divided into 2,00,00,000 (Two Crore) Equity Shares ofRs. 10/- each ranking pari passu in all respect with the existing Equity Shares of the Companyas per the Memorandum and Articles of Association of the Company.
> Change in the name of the Company from "Evergreen Textiles Limited" to "MarkobenzVentures Limited"
> Change Object Clause of the Memorandum of Association of the Company. The detail of thesame is mentioned above in the "8. CHANGE IN THE NATURE OF BUSINESS"
> Adoption of New Set of Memorandum of Association & Article of Association as perCompanies Act, 2013
> Company has Change the Registered office address within the city from 4th Floor PodarChambers, S. A. Brelvi Road, Fort Mumbai - 400001 to Office No. 144, 14th Floor, AtlantaBuilding, Plot No 209, Jamnalal Bajaj Road, Nariman Point Mumbai - 400021
> Raising of Funds through Secured/Unsecured Loan with an Option to Conversion into EquityShares.
The Business Responsibility Reporting as required by Regulation 34(2) of the ListingRegulations, is not applicable to the Company for the Financial Year ending March 31, 2024.
The Company has complied with secretarial standards issued by the Institute of CompanySecretaries of India on Board Meetings and Annual General Meetings.
The Company has in place Sexual Harassment Policy in line with the requirements of The SexualHarassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013. AnInternal Complaints Committee has been set up to redress complaints received regardingsexual harassment. The Company affirms that during the Year under review, no complaintswere received by the Committee for redressal. The Sexual Harassment Policy has been postedon the website of the Company (www.markobenzventures.com)
The Management's Discussion and Analysis Report for the Year under review, as stipulatedunder Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations, 2015, is annexed to this report.
35. APPRECIATION:
Your Directors would like to express their sincere appreciation to the Company's Shareholders,Customers and Bankers for the support they have given to the Company and the confidence,which they have reposed in its management for the commitment and dedication shown bythem.
For and on behalf of the Board
For MARKOBENZ VENTURES LIMITED
(Formerly Known As Evergreen Textiles Limited)
Sd/-
CHIRAG KANAIYALAL SHAHManaging Director(DIN:09654969)
Place: MumbaiDate: 29th July, 2024