Mrugesh Trading Ltd Directors Report.

To, The Members,

Your Directors have pleasure in presenting their Thirty Seventh Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2021.

1. Financial summary or highlights/Performance of the Company

The Financial data for the current year and previous year is as follows:

Particulars 2020-2021 (Rs.) 2019-2020 (Rs.)
Sales & Other Income 19,562 19,511
Total Expenses 13,71,730.68 11,80,713
Profit/ (Loss) before Exceptional Item (13,52,168.68) (11,61,202)
Exceptional Item 10,005 0
Profit/ (Loss) before tax (13,42,163.68) (11,61,202)
Current Tax 78085 -
Mat Credit (14592) -
Deferred Tax 0.00 -
Profit/ (Loss) after Tax (1405656.68) (11,61,202)
Other Comprehensive Income -
Items that will not be reclassifies subsequently to profit or loss - 2,07,545
Items that will be reclassified subsequently to profit or loss
Total Comprehensive Income/(Loss) Net of tax (1405656.68) (9,53,657)
Total Comprehensive Income/(Loss) for the year (1405656.68) (9,53,657)

2. Dividend

To strengthen the financial position of the Company, Your Directors have not recommended 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 and Analysis Report

The Management Discussion and Analysis Report has been separately furnished as an annexure to this report as "Annexure A".

5. Deposits

The Company has not accepted any deposit within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposit) Rules, 2014.

6. Particulars of loans, guarantees or investments under section 186

During the financial year ended 31st March, 2020, the Company has not given any loan / guarantee or made any investment in terms of the provisions of Section 186 of the Act.

7. Internal Control Systems and their Adequacy

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

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Based on the report of internal auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls.

8. Corporate Governance

The Company does not fall under purview of Regulations of Corporate Governance pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. However, the same is applicable as per the Companies Act, 2013 and the Company is fully compliant with the applicable provision and the company is committed to ensure compliance with all modification within prescribed norms under Companies Act, 2013. Company is committed to maintain the highest standards of corporate practices as set out by SEBI as good Corporate Governance, which forms part of the Directors Report as an "Annexure B".

9. Conservation of energy, technology absorption and foreign exchange earnings and outgo

Considering the nature of the business of the Company, the particulars relating to Conservation of Energy, Research and Development and Technology Absorption as required under 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 & outgo during the year.

10. Directors:

The Board of Directors is duly constituted with 5 (Five) Directors as on 31st March, 2021. Changes in Directors/KMP during the Year:

Sr. No Name of KMPs Previous Designation Current Designation Change Date of Appointment
1. ASHOK KAPOOR - Additional Director Appointment Appointed w.e.f 19/10/2020
Additional Director Director Change in Designation w.e.f. 30/12/2020 Appointed w.e.f 19/10/2020
2. AKSHAT AGARWAL - Additional Director Appointment Appointed w.e.f 19/10/2020
Additional Director Director Change in Designation w.e.f. 30/12/2020 Appointed w.e.f 19/10/2020
3, ASHISH JAIN KUMAR - Additional Director Appointment Appointed w.e.f 19/10/2020
Additional Director Director Change in Designation w.e.f. 30/12/2020 Appointed w.e.f 19/10/2020
4. DEVENDRA KUMAR AGARWAL - Additional Director Appointment Appointed w.e.f 19/10/2020
Additional Director Director Change in Designation w.e.f. 30/12/2020 Appointed w.e.f 19/10/2020
5. KAMLESH - Additional Director Appointment Appointed w.e.f 19/10/2020
Additional Director Director Change in Designation w.e.f 30/12/2020 Appointed w.e.f 19/10/2020
6. SUNIL YASHAWANT SURVE Director Resigned w.e.f 20/10/2020 Appointed w.e.f 03/03/1995
7. NAVNEET DAMMANI Director - Resigned w.e.f 20/10/2020 Appointed w.e.f 25/08/2014
8. KRISHNA JAISINGH JAIN Director - Resigned w.e.f 20/10/2020 Appointed w.e.f 25/08/2014
9. AVNI SHROFF VISHAL Director - Resigned w.e.f 20/10/2020 Appointed w.e.f 30/10/2015

11. Declaration by Independent Director(s)

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

12. Board Evaluation

Pursuant to the provision of the Schedule IV, Clause VIII of the Companies Act, 2013, the Board has carried out an evaluation of its own performance as well as performance of Independent Director 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 the Website of the Company under Investors Relation Section.

14. Number of meetings of the Board of Directors

Eleven meetings of the Board of Directors were held during the year on May, 2020, 30th July, 2020, 02nd September, 2020, 07th September, 2020, 19th October, 2020, 20th October, 2020, 26th October, 2020, 14th November, 2020, 07th December, 2020, 13th February, 2021 and 12th March, 2021.

A separate meeting of Independent Directors, Pursuant to section 149 (7) read with schedule VI of the Companies Act, 2013 has been held on 14th November, 2020, as per the requirements of the Companies Act, 2013.

15. Directors Responsibility Statement as required under Section 134(3)(C) of the Companies Act. 2013

The Directors state that:-

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the "Profit/ Loss" of the company for that period;

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 Company and that such internal controls are adequate and were operating effectively; and

f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

16. Extract of the annual return

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

17. Details of Subsidiary/Joint Ventures/Associate Companies

The Company does not have any Subsidiary/Joint Ventures/Associate Companies.

18. Code of Conduct

The Company has been prepared and is posted on the website of the Company. The Company believes 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

The Company has a vigil mechanism Policy named Fraud and Risk Management Policy to deal with instance of fraud and mismanagement, if any. The Firm Policy ensures that strict confidentiality is maintained while dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. The web-link of the same is http://www.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 view to regulate trading in securities by the Directors and designated employees of the Company. The Code required pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The code of prevention 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.

21. Auditors and Auditors Report

a) Statutory Auditor

In terms of the provisions of Section 139 of the Companies Act 2013 read with the Companies (Audit and Auditors) Rules 2014 as amended vide the Companies (Amendment) Act 2017 and the Companies (Audit and Auditors) Amendment Rules 2018 respectively M/s. Sanjeev Gaurav & Associates, Chartered Accountants (FRN - 017483C), Agra were appointed at the 36th Annual General Meeting of the Company to hold office for a term of five (5) years and their appointment is not required to be ratified each year at Annual General Meeting of the Company. The Auditors have confirmed to the Company that they continue to remain eligible to hold office as the Auditors and not disqualified for being so appointed under the Companies Act 2013 and the rules and regulations made thereunder.

b) Secretarial Audit and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed Mrs. Zankhana Bhansali, Practicing Company Secretary to undertake the secretarial audit of the Company, The Secretarial Audit Report is annexed herewith as "Annexure C" to this report

The Qualification made by the Secretarial Auditor in their report dated 16th August, 2021, in the "Qualified opinion" is explained as under: The Director of the Company are working on the observations contained in the Secretarial Audit Report.

c) Cost Auditor and Cost Auditor Report

Cost Audit is not applicable on the Company.

22. Statement Pursuant to Listing Agreement

The Companys Equity shares are listed at Bombay Stock Exchange Limited. The Annual Listing fees for the year 2021-22 has been paid,

23. Related Party Transaction

All related Party Transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the company with the Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large.

The Policy on Related Party Transactions has been published on the Companys website under the Investors Section at http://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. The Company is committed to fulfill its social responsibility as a good corporate good citizen. However, the Company is not covered by the provisions of Section 135 of the Companies Act, 2013, as it does not satisfy the conditions of Net Worth as well as Net Profit as laid down therein.

25. Particulars of Employees

The information required under Section 197 of the Companies Act, 2013 read with rule 5 of the Companies (appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employee of the Company are not applicable as no employee was in receipt of remuneration exceeding the limits specified in the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, whether employed for the full year or part of the year.

26. Cash Flow Statement

The Cash Flow Statement for the year 2020-21 is a 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 the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaint received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the Year under review, no complaints were received by the Company related to sexual harassment.

28. COVID-19 effect on operation

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

29. Acknowledgement

The Board of Directors wish to place on record their appreciation for the support extended by the bankers, business associates, clients, consultant, auditors, shareholders of the Company for their continued co-operation and support.

The Board of Directors would also like to place on record their sincere appreciation for the cooperation received from the Local Authorities, BSE and all other statutory and/or regulatory bodies.