Your Directors are pleased to present the Thirty Fifth Annual Report and theCompanys Audited Accounts for the financial year ended March 31 2019.
1. Financial Results
|Particulars ||2018-2019 ||2017-2018 |
| ||(Rs.) ||(Rs.) |
|Sales & other Income ||124432 ||102038 |
|Expenditure ||685331 ||700866 |
|Profit/(Loss) before tax ||(560899) ||(598828) |
|Tax || || |
|For Current Year ||- ||- |
|Current Tax Expenses relating to prior years ||- ||75 |
|MAT Credit Entitlement ||- ||- |
|Profit/(Loss) after tax ||(560899) ||(598753) |
|Other comprehensive Income || || |
|Items that will not be reclassified subsequently to profit or loss ||505066 ||77614 |
|Items that will be reclassified subsequently to profit or loss || || |
|Total Comprehensive Income/(Loss) Net of tax ||(55833) ||(521139) |
|Total comprehensive income/(Loss) for the year ||(55833) ||(521139) |
To strengthen the financial position of the Company your Directors have notrecommended any dividend on equity shares for the year under review.
3. Transfer to Reserve
The Company has not transferred any amount to the General Reserves during the year.
4. Management Discussion & Analysis Reports
The Management Discussion and Analysis Report has been separately furnished as anannexure to this Report as "Annexure A."
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.
6. Particulars of Loans Guarantees or Investments
The particulars of loans guarantees and investments have been disclosed in thefinancial statement. The details of the investments made by Company are given in the notesto the financial statements.
7. Internal Control Systems and their Adequacy
The Company has an Internal Control System commensurate with the size scale andnature of its operations. The scope and authority of the Internal Audit function isdefined by the Audit Committee. To maintain its objectivity and independence the InternalAudit function reports to the Chairman of the Audit Committee of the Board.
The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies of the Company. Based on the suggestions of internal auditfunction Management undertakes corrective action in their respective areas and therebystrengthens the controls.
8. Corporate Governance
The Company does not fall under purview of Regulations of Corporate Governance pursuantto the SEBI (Listing Obligation and Disclosures Requirements) Regulations 2015. Howeverthe same is applicable as per the Companies Act 2013 and the Company is fully compliantwith the applicable provision and the Company is committed to ensure compliance with allmodification within prescribed norms under Companies Act 2013. Company is committed tomaintain the highest standards of corporate practices as set out by SEBI as good CorporateGovernance which forms part of the Directors Report as an "Annexure B".
9. Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo
Since your Company does not own manufacturing facility the particulars relating toconservation of energy and technology absorption stipulated as per Section 134(3)(m) ofthe Companies Act 2013 read with Rule 8 of The Companies (Accounts) Rules 2014 are notapplicable.
There were no foreign exchange earnings / outgo during the year.
10. Directors and Key Managerial Personnel
In accordance with the provisions of Section 152 of the Companies Act 2013 and theArticles of Association of the Company Mr. Sunil Y. Surve (DIN 00065166) retires byrotation at the ensuing Annual General Meeting and offers himself for re-appointment.
Mrs. Krishna Jain (DIN 06956461) holds office as Independent Directors of the Companyup to the conclusion / date of the ensuing Annual General Meeting of the Company("first term" in line with the explanation to Sections 149(10) and 149(11) ofthe Act). She being eligible for the second term offers herself for re-appointment. Theprofile of the Mrs. Krishna Jain (DIN 06956461) to be reappointed at the annual generalmeeting is provided in Annexure II to the Notice.
Mr. S. P. Upadhyay Director of the Company has resigned w.e.f. 09th August 2018 fromthe Company. Board appreciated and acknowledged the services and knowledge given by him inregular affairs of the Company.
11. Declaration by an Independent Director(s)
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013.
12. Board Evaluation
Pursuant to the provisions of the Schedule IV clause VIII of the Companies Act 2013the Board has carried out an evaluation of its own performance as well as performance ofIndependent Directors and Board as a whole.
13. Nomination and Remuneration Policy
The Nomination and Remuneration Policy of the Company is in place and is posted on thewebsite of the Company under Investors Relation Section.
14. Meetings of the Board
Six (6) meetings of the Board of Directors were held during the year on 30th April2018 29th May2018 9th August 2018 14th November 2018 15th January 2019 and 13thFebruary 2019. The intervening gap between the meetings was within the period prescribedunder the Companies Act 2013.
A separate meeting of Independent Directors pursuant to Section 149 (7) read withSchedule VI of the Companies Act 2013 has been held on 14th November 2019 as per therequirements of the Companies Act 2013.
15. Directors Responsibility Statement As Required Under Section 134(3)(C) of theCompanies Act. 2013
The Directors state that: -
a. In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation by way of notes to accounts relating tomaterial departures;
b. The selected accounting policies were applied consistently and the judgments andestimates made by them are reasonable and prudent so as to give true and fair view of thestate of affairs of the Company as at 31st March 2019 and of the profit for the year endedon that date;
c. The proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d. The annual accounts have been prepared on a going concern basis;
e. The Directors had laid down internal financial controls to be followed by theCompany and that such internal 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.
16. Extract of Annual Return
The extract of Annual Return is forming part of the Directors Report as "AnnexureC".
17. Subsidiary Companies
The Company does not have any subsidiary Company.
18. Code of Conduct
The Code has been prepared and is posted on the website of the Company. The Companybelieves in "Zero Tolerance" against bribery corruption and unethical dealings/ behaviors of any form and the Board has laid down the directives to counter such acts.
19. Vigil Mechanism / Whistle Blower Policy (WBP)
The WBP is in place and is posted on the website of the Company and deal with instanceof fraud and mismanagement if any. The web-link of the same is http://mrugeshtrading.com/download.php?report_category_name=POLICIES.
20. Prevention of Insider Trading
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Companys shares andprohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the Trading Window is closed. The ComplianceOfficer is responsible for implementation of the Code.
The code of prevention of Insider Trading and fair disclosures is there on the websiteof the Company.
All Board Directors and the designated employees have confirmed compliance with theCode.
21. Auditors and Auditors Report
a) Statutory Auditor
Pursuant to Section 139(1) M/s Hegde & Associates Chartered Accountants(Firms Regn No. 103610W) were appointed as statutory auditor of the Company in 31stAnnual General Meeting (AGM) for five consecutive AGM of the Company and they hold officeuntil the conclusion of 36thAnnual General Meeting of the Company.
The Notes on financial statements referred to in the Auditors Report areself-explanatory and do not call for any further comments. The Auditors Report doesnot contain any qualification reservation or adverse remark.
b) Secretarial Audit and Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mrs. Zankhana Bhansali Practicing Company Secretary to undertake theSecretarial Audit of the Company. The Report of the Secretarial Audit Report is annexedherewith as "Annexure C" to this Report.
The Qualification made by the Secretarial Auditors in their Report dated 21st May2019 in the "Qualified opinion" is explained as under:
1. Presently the Companys Directors are looking after the affairs of theCompany. Since the Company does not have enough activities the Company has not appointedany Key Managerial Personnel.
2. The Company is in search of competent Company secretary (Compliance officer) forwhich company has given advertisement in newspaper as well. However looking to the smallsize of the Company the candidates were not interested and hence could not appoint a fulltime Company Secretary.
c) Cost Auditor and Cost Audit Report
Cost Audit is not applicable to your Company.
22. Statement Pursuant to Listing Agreement
The Companys Equity shares are listed at Bombay Stock Exchange Limited. TheAnnual listing fee for the year 2019-20 has been paid.
23. Related Party Transactions
All related party transactions that were entered into during the financial year were onarms length basis and were in the ordinary course of business. There are nomaterially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the Company at large. A detail of contract or arrangements or transactions atArms length basis has been separately furnished to this Report as Annexure E.
The Policy on Related party Transactions has been published on the Companyswebsite under the Investors Section athttp://mrugeshtrading.com/download.php?report_category_name=POLICIES.
24. Corporate Social Responsibility
Social Welfare Activities has been an integral part of the Company since inception. TheCompany is committed to fulfill its social responsibility as a good corporate citizen.However the Company is not covered by the provisions of Section 135 of the Companies Act2013 as it does not satisfy the conditions of Net worth as well as Net Profit as laiddown therein.
25. Particulars of Employees
The information required under Section 197 of the Companies Act 2013 read with Rule 5of the Companies (appointment and Remuneration of Managerial Personnel) Rules 2014 inrespect of employees of the Company are not applicable as no employee was in receipt ofremuneration exceeding the limits specified in the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 whether employed for the full year or part of theyear.
26. Cash flow statement
The Cash flow statement for the year 2018-19 is part of Balance sheet.
27. Policy on Prevention of Sexual Harassment at Workplace
The Company has in place a Prevention of Sexual Harassment policy in line with therequirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibitionand Redressal) Act 2013. An Internal Complaints Committee has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy. During the year 2018-2019 nocomplaints were received by the Company related to sexual harassment.
The Board of Directors wish to place on record their appreciation for the supportextended by the bankers business associates clients consultants auditors shareholdersof the Company for their continued co-operation and support.
The Board of Directors would also like to place on record their sincere appreciationfor the cooperation received from the Local Authorities BSE and all other statutoryand/or regulatory bodies.
| ||By Order of the Board of Directors |
| ||For Mrugesh Trading Limited |
| || |
| ||Sunil Y.Surve |
| ||Director |
|Place: Mumbai ||(DIN: 00065166) |
|Dated: 29th May 2019 || |