Mrugesh Trading Ltd Directors Report.

Dear Members,

Your Directors are pleased to present the Thirty Fifth Annual Report and the Company’s Audited Accounts for the financial year ended March 31, 2019.

1. Financial Results

Particulars 2018-2019 2017-2018
(Rs.) (Rs.)
Sales & other Income 1,24,432 1,02,038
Expenditure 6,85,331 7,00,866
Profit/(Loss) before tax (5,60,899) (5,98,828)
Tax
For Current Year - -
Current Tax Expenses relating to prior years - 75
MAT Credit Entitlement - -
Profit/(Loss) after tax (5,60,899) (5,98,753)
Other comprehensive Income
Items that will not be reclassified subsequently to profit or loss 5,05,066 77,614
Items that will be reclassified subsequently to profit or loss
Total Comprehensive Income/(Loss) Net of tax (55,833) (521,139)
Total comprehensive income/(Loss) for the year (55,833) (521,139)

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 & Analysis Reports

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

5. Deposits

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies 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 the financial statement. The details of the investments made by Company are given in the notes to the financial statements.

7. Internal Control Systems and their Adequacy

The Company has an Internal Control System, commensurate with the size, scale and nature of its operations. The scope and authority of the Internal Audit function is defined by the Audit Committee. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Based on the suggestions of internal audit function, Management undertakes corrective action in their respective areas and thereby strengthens the controls.

8. Corporate Governance

The Company does not fall under purview of Regulations of Corporate Governance pursuant to the SEBI (Listing Obligation and Disclosures 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, Foreign Exchange Earnings and Outgo

Since your Company does not own manufacturing facility, the particulars relating to conservation of energy and technology absorption stipulated as per Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are not applicable.

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 the Articles of Association of the Company Mr. Sunil Y. Surve (DIN 00065166), retires by rotation at the ensuing Annual General Meeting and offers himself for re-appointment.

Mrs. Krishna Jain (DIN 06956461) holds office as Independent Directors of the Company up 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) of the Act). She being eligible for the second term, offers herself for re-appointment. The profile of the Mrs. Krishna Jain (DIN 06956461) to be reappointed at the annual general meeting is provided in Annexure II to the Notice.

Mr. S. P. Upadhyay, Director of the Company has resigned w.e.f. 09th August, 2018 from the Company. Board appreciated and acknowledged the services and knowledge given by him in regular affairs of the Company.

11. Declaration by an Independent Director(s)

All Independent Directors have given declarations 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 provisions 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 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 the website 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 April, 2018, 29th May,2018, 9th August, 2018, 14th November, 2018, 15th January, 2019 and 13th February, 2019. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

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, 2019, 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 have been followed along with proper explanation by way of notes to accounts relating to material departures;

b. The selected accounting policies were applied consistently and the judgments and estimates made by them are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at 31st March 2019 and of the profit for the year ended on that date;

c. The proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets 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 the Company and that such internal controls are adequate and were operating effectively;

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 Annual Return

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

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 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 (WBP)

The WBP is in place and is posted on the website of the Company and deal with instance of 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 view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company’s 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 Compliance Officer is responsible for implementation of the Code.

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

Pursuant to Section 139(1) M/s Hegde & Associates, Chartered Accountants, (Firm’s Regn No. 103610W), were appointed as statutory auditor of the Company in 31st Annual General Meeting (AGM) for five consecutive AGM of the Company and they hold office until the conclusion of 36thAnnual General Meeting of the Company.

The Notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors’ Report does not 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 has appointed Mrs. Zankhana Bhansali, Practicing Company Secretary to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure C" to this Report.

The Qualification made by the Secretarial Auditors in their Report dated 21st May, 2019, in the "Qualified opinion" is explained as under:

1. Presently, the Company’s Directors are looking after the affairs of the Company. Since the Company does not have enough activities, the Company has not appointed any Key Managerial Personnel.

2. The Company is in search of competent Company secretary (Compliance officer), for which company has given advertisement in newspaper as well. However, looking to the small size of the Company, the candidates were not interested and hence could not appoint a full time Company Secretary.

c) Cost Auditor and Cost Audit Report

Cost Audit is not applicable to your Company.

22. Statement Pursuant to Listing Agreement

The Company’s Equity shares are listed at Bombay Stock Exchange Limited. The Annual 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 on arm’s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large. A detail of contract or arrangements or transactions at Arm’s length basis has been separately furnished to this Report as Annexure E.

The Policy on Related party Transactions has been published on the Company’s 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 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 employees 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 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 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 complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year 2018-2019, no complaints were received by the Company related to sexual harassment.

28. Acknowledgements

The Board of Directors wish to place on record their appreciation for the support extended by the bankers, business associates, clients, consultants, 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.

By Order of the Board of Directors
For Mrugesh Trading Limited
Sunil Y.Surve
Director
Place: Mumbai, (DIN: 00065166)
Dated: 29th May, 2019