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Mrugesh Trading Ltd.

BSE: 512065 Sector: Financials
NSE: N.A. ISIN Code: INE738D01011
BSE 05:30 | 01 Jan Mrugesh Trading Ltd
NSE 05:30 | 01 Jan Mrugesh Trading Ltd

Mrugesh Trading Ltd. (MRUGESHTRADING) - Director Report

Company director report

To

The Members

The Board of Directors hereby submits the 38th Annual Report of business and operationof the Company MRUGESH TRADING LIMITED along with audited financial statement foryear ended March 31 2022.

RESULT OF OUR OPERATION:

Particulars Current Year 31.03.2022 Previous Year 31.03.2021
Sales & Other Income 0.00 19562.00
Total Expenses 287000.00 1371730.68
Total Revenue (287000.00) (1352168.68)
Exceptional Items 0.00 10005
Profit / (Loss) Before Tax (287000.00) (1342163.68)
Current Tax 0.00 78085
Mat Credit 0.00 (14592)
Differed Tax 0.00 0.00
Profit / (Loss) after Tax (287000.00) (1405656.68)
Other Comprehensive Income 0.00 0.00
Items that will not be reclassified subsequently to profit or loss 0.00 0.00
Items that will be reclassified subsequent to profit or loss 0.00
Total Comprehensive Income/(Loss) Net of Tax (287000.00) (1405656.68)
Total Comprehensive Income/(Loss) for the year (287000.00) (1405656.68)

DIVIDEND:

Your Directors do not recommend any dividend on equity share for the period ended 31stMarch 2022 considering the current position of the Company.

TRANSFER TO RESERVES:

The Company has not transferred any amount to the General Reserves during the year.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report has been separately furnished as anannexure to this report as "Annexure II".

DEPOSITS:

During the year under review the Company has not accepted any deposits within themeaning of Section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the financial year ended 31st March 2022 the Company has not given any loan /guarantee or made any investment in terms of the provisions of Section 186 of the Act.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. To maintain its objectivity and independence the InternalAuditor reports to the Chairman of the Audit Committee of the Board.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internalcontrol systems in the Company its compliance with operating systems accountingprocedures and policies of the Company. Based on the report of internal auditor processowners undertake corrective action in their respective areas and thereby strengthen thecontrols.

CORPORATE GOVERNANCE

The Company does not fall under purview of Regulations of Corporate Governance pursuantto the SEBI (Listing Obligations and Disclosure 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.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Considering the nature of the business of the Company the particulars relating toConservation of Energy Research and Development and Technology Absorption as requiredunder Section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts)Rules 2014 are not applicable. There were no Foreign Exchange Earnings & outgoduring the year.

DIRECTORS

The Board of Directors is duly constituted with 5 (Five) Directors as on 31"March 2022.

During the year below director's appointed with effect from 09.03.2022

S. No. Name Of the Director/KMP Designation Date of Appointment
1 ARVIND KUMAR BHANDARI - 00586234 Additional Director 09/03/2022
2 RAJIV JUGALKISHOR AGRAWAL - 01659197 Managing Director 09/03/2022
3 JUGALKISHOR RAMKISHAN AGRAWAL-01659211 Wholetime Director 09/03/2022
4 JAYANTIBHAI KASHIRAM PATEL - 03279323 Additional Director 09/03/2022
5 PRIYANKA SINGHAL - 09251943 Additional Director 09/03/2022
6 RAJIV JUGALKISHOR AGRAWAL CFO(KMP) 08/03/2022
7 HARSHIL SHAH Company Secretary 09/03/2022

DECLARATION BY INDEPENDENT DIRECTOR(S)

All Independent Directors have given declaration that they meet the criteria ofIndependence as laid down under Section 149(6) of the Companies Act 2013.

BOARD EVALUATION

Pursuant to the provision 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 Director and Board as a who le.

NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy of the Company is in place and is posted on theWebsite of the Company under Investor's Relation Section.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors meeting held during the Financial Year 2021-2022:

1. 30th June 2021

2. 14th August 2021

3. 03rd September 2021

4. 14th November 2021

5. 14th February 2022

A separate meeting of Independent Directors Pursuant to section 149 (7) read withschedule VI of the Companies Act 2013 has been held as per the requirements of theCompanies Act 2013.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(5) of the Companies Act 2013 it ishereby confirmed that:

i) That in the preparation of the annual accounts for the financial year ended 31stMarch 2022 as per the applicable accounting standards have been followed and that therewere no material departures;

ii) That the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of the affairs of the company at the end of thefinancial year and of the profit of the company for the year under review;

iii) That the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the company and for preventing and detecting a fraud andother irregularity.

iv) That the Directors have prepared the annual accounts for the year ended 31st March2022 on a "going concern basis."

v) That the Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively;

vi) That the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that systems were adequate and operatingeffectively.

EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return in forming part of the Directors Report as "AnnexureI".

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The Company does not have any Subsidiary or Joint Venture or Associate Company.

CODE OF CONDUCT

The Company has been prepared and is posted on the website of the Company. The Companybelieves in "Zero Tolerance" against bribery corruption and unethicaldealings/behaviors of any form and the Board has laid down the directives to counter suchacts.

VIGIL MECHANISM:

The Company has a vigil mechanism Policy named Fraud and Risk Management Policy to dealwith instance of fraud and mismanagement if any. The Firm Policy ensures that strictconfidentiality is maintained while dealing with concerns and also that no discriminationwill be meted out to any person for a genuinely raised concern. The web-link of the sameis

http://www.mrugeshtrading.com/download.php?report_category_name=Policies.

PREVENTION OFLNSIDER 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 required pre- clearance for dealing in the Company's 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 code ofprevention of Insider Trading and fair disclosures is there on the website of the Company.All Board Directors and the designated employees have confirmed compliance with the code.

AUDITORS AND THEIR REPORT:

A) Statutory Auditors

In terms of the provisions of Section 139 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 as amended vide the Companies (Amendment) Act2017 and the Companies (Audit and Auditors) Amendment Rules 2018 respectively M/s. SanjeevGaurav & Associates Chartered Accountants (FRN - 017483C) Agra were appointed at the36th Annual General Meeting of the Company to hold office for a term of five (5) years andtheir appointment is not required to be ratified each year at Annual General Meeting ofthe Company.

The Auditors have confirmed to the Company that they continue to remain eligible tohold office as the Auditors and not disqualified for being so appointed under theCompanies Act 2013 and the rules and regulations made thereunder.

* As on 04th August 2022 M/s. Sanjeev Gaurav & Associates Chartered Accountantsresigned from the Statutory Auditors of the Company to fill casual vacancy Board ofDirectors appoint M/s. Nirav S Shah & Co. Statutory Auditors subject to approval fromAuditors in the Annual General Meeting of the Company.

B) Report Secretarial Auditors and Secretarial Audit

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors has appointedM/s. Ajit Santoki & Associates Practicing Company Secretary to undertake thesecretarial audit of the Company. The Secretarial Audit Report is annexed herewith as"Annexure A" to this report.

STATEMENT PURSUANT TO LISTING AGREEMENT

The Company's Equity shares are listed at Bombay Stock Exchange Limited. The AnnualListing fees for the year 2022-23 has been paid.

RELATED PARTY TRANSACTION

All related Party Transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the company with the Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the Company at large. The Policy on Related Party Transactions has beenpublished on the Company's website under the Investors Section at

http://mrugeshtrading.com/download.php?reportcateogoryname=PLOICJES.

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 goodcitizen. However the Company is not covered by the provisions of Section 135 of theCompanies Act 2013 as it does not satisfy the conditions of Net Worth as well as NetProfit as laid down therein.

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 employee 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.

CASH FLOW STATEMENT

The Cash Flow Statement for the year 2021 -22 is a part of Balance Sheet.

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 redresscomplaint received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy. During the Year under review nocomplaints were received by the Company related to sexual harassment.

COVID-19 EFFECT ON OPERATION

The Company's Operation were not much effected due to COVID-19 as the Company has verylimited business and there is no impact for the same on Results of the Company.

ACKNOWLEDGEMENT

The Board of Directors wish to place on record their appreciation for the supportextended by the bankers business associates clients consultant 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.

Place: Ahmedabad For and On behalf of Board of Directors of
Date : 03/09/2022 Mrugesh Trading Limited
Sd/-
Rajiv Jugalkishor Agrawal
Managing Director
DIN - 01659197

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