Mrugesh Trading Ltd Directors Report

To

The Members,

The Board of Directors hereby submits the 39^th Annual Report of business and operation of the Company MRUGESH TRADING LIMITED, along with audited financial statement for year ended March 31, 2023.

HIGHLIGHTS OF PERFORMANCE OF THE COMPANY:

Particulars	Current Year	Previous Year
	31.03.2023	31.03.2022
Sales & Other Income	0.00	0.00
Total Expenses	84,612.00	2,87,000.00
Total Revenue	(84,612.00)	(2,87,000.00)
Exceptional Items	0.00	0.00
Profit / (Loss) Before Tax	(84,612.00)	(2,87,000.00)
Current Tax	0.00	0.00
Mat Credit	0.00	0.00
Differed Tax	0.00	0.00
Profit / (Loss) after Tax	(84,612.00)	(2,87,000.00)
Other Comprehensive Income	0.00	0.00
Items that will not be reclassified	0.00	0.00
subsequently to profit or loss
Items that will be reclassified subsequent to profit	0.00	0.00
or loss
Total Comprehensive Income/(Loss) Net of Tax	(84,612.00)	(2,87,000.00)
Total Comprehensive Income/(Loss) for the year	(84,612.00)	(2,87,000.00)

COMPANY’S PERFORMANCE:

During the year, the Company has incurred the loss of Rs. 84,612 against the loss of Rs. 2,87,000. The Company has been making full endeavor for the growth of the Company.

CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there is no change in the nature of the business.

DIVIDEND:

Your Directors do not recommend any dividend on equity share for the period ended 31^st March, 2023. considering the current position of the Company.

TRANSFER TO RESERVES:

The Company has transferred the loss incurred during the year to the General Reserves.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

DEPOSITS

During the year under review the 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.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the financial year ended 31^st March, 2023, 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 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.

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.

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.

DIRECTORS

The Board of Directors of the Company as on 31" March, 2023 are as follows:

Sr. No.	Name Of the Director/KMP	Designation	Date of Appointment
1	Rajiv Jugalkishor Agrawal - 01659197	Managing Director	09/03/2022
2	Jugalkishor Ramkishan Agrawal-01659211	Wholetime	09/03/2022
		Director
3	Priyanka Singhal - 09251943	Director	09/03/2022
4	Rajiv Jugalkishor Agrawal- ABKPA0580E	CFO(KMP)	08/03/2022

During the year under review, Mr. Jayantibhai Kashiram Patel (DIN: 03279323), Independent Director has given resignation w.e.f. 11.11.2022 and Mr. Arvind kumar Bhandari (DIN: 00586234), Independent Director has given resignation w.e.f. 20.03.2023 from the Company.

Further, during the year under review, Mr. Harshil Shah, Company secretary has also given the resignation from the post of Company secretary of the Company w.e.f. 21.11.2022.

FINANCIAL YEAR:

There is no revision in financial statements or board report u/s 131 of the Companies Act, 2013 made by the company.

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 and SEBI (LODR).

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, the Board has carried out the annual performance evaluation of its own performance, of the Directors individually, as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees of the Board. At the meeting of the Board, all the relevant factors that are material for evaluating the performance of individual Directors, the Board and its various Committees, were discussed. A structured questionnaire each, for evaluation of the Board, its various Committees and individual Directors, was prepared and recommended to the Board by the Nomination & Remuneration Committee, fordoing the required evaluation, after taking into consideration the input received from the Directors, covering various aspects of the Board’s functioning, such as adequacy of the composition of the Board and its

Committees, execution and performance of specific duties, obligations and governance, etc.

A separate exercise was carried out to evaluate the performance of individual Directors, including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority Shareholders, etc. The performance evaluation of the independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and non-independent Directors was also carried out by the Independent Directors at their separate meeting. The Directors expressed their satisfaction with the evaluation process.

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.

RISK MANAGEMENT POLICY

The Board of the Company has framed, implemented and monitor the risk management plan for the Company. The Board is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors met 9 (Nine) times during the Financial Year 2022-2023, the details of which are as follow:

Sr. No.	Date of Board of Directors Meeting	Members present at Meeting
1.	27.05.2022	5
2.	04.08.2022	5
3.	12.08.2022	5
4.	03.09.2022	5
5.	11.11.2022	4
6.	14.11.2022	4
7.	21.11.2022	4
8.	14.02.2023	4
9.	20.03.2023	3

INDEPENDENT DIRECTORS MEETING

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

COMMITTEES OF BOARD

As per the requirements of the applicable provisions of the applicable laws and regulations, Board Committees has been formed for better corporate governance and accountability. The Company has Audit Committee, Nomination and Remuneration Committee and Stakeholder Relationship Committee.

1. Audit committee:

In the Financial Year 2022-23, Audit Committee meetings were held on 27.05.2022, 04.08.2022, 12.08.2022, 15.11.2022 and 14.02.2023 and member’s attendance at the meeting are as follow:

Sr. No.	Date of Audit Committee Meeting	Members present at Meeting
1.	27.05.2022	3
2.	04.08.2022	3
3.	12.08.2022	3
4.	15.11.2022	3
5.	14.02.2023	3

2. Nomination and Remuneration Committee:

In the Financial Year 2022-23, Nomination and Remuneration Committee meetings were held on

11.11.2022, 21.11.2022 and 20.03.2023 member’s attendance at the meeting are as follow:

Sr. No.	Date of Remuneration Meeting	Nomination and Committee	Members present at Meeting
1.	11.11.2022		3
2.	21.11.2022		3
3.	20.03.2023		3

3. Stakeholder Relationship Committee:

In the Financial Year 2022-23, Stakeholder Relationship Committee meetings were held on 20.03.2023 and attendance in the meeting was as follow:

Sr. No.	Date of Stakeholder Relationship Committee Meeting	Members present at Meeting
1.	20.03.2023	3

DIRECTOR’S RESPONSIBILITY STATEMENT:

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

i) That in the preparation of the annual accounts for the financial year ended 31^st March 2023, as per the applicable accounting standards have been followed and that there were no material departures;

ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of the affairs of the company at the end of the financial 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 of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the company and for preventing and detecting a fraud and other irregularity.

iv) That the Directors have prepared the annual accounts for the year ended 31^st March 2023 on a

"going concern basis."

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

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

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

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

TAKEOVER:

During the year, M/s. JRA Infrastructure Limited, has acquired 1,82,200 (74.37%) Equity Shares of Mrugesh Trading Limited through Takeover Open Offer (Off Market-Share Purchase Agreement dated September 28, 2021).

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.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and the Board of Directors had approved the Policy on Vigil Mechanism/ Whistle Blower. This Policy inter-alia provides a direct access to the Chairman of the Audit Committee.

Your Company hereby affirms that no Director/ employee have been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.

Brief details about the policy are provided on the Web site of the Company www.mrugeshtrading.com .

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.

AUDITOR’S AND THEIR REPORT:

A) Statutory Auditors

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. Nirav S. Shah & Co, Chartered Accountants (FRN - 13024W), were appointed at the 38^th Annual General Meeting of the Company to hold office for a term of One (1) year.

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.

The observations of the Auditors in their Report and Notes Attached to the Accounts to the Accounts are Self-Explanatory and do not require any Further Clarifications.

B) Secretarial Auditors and Secretarial Audit

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 M/s. Shah & Santoki Practicing Company Secretary to undertake the secretarial audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure II" to this report.

Explanation by the Board in respect of qualification made by the Secretarial Auditor:

The Company is in the process of fulfilling the requirement of applicable provisions of Companies Act, 2013 and SEBI regulations in respect of the Board Composition and Board Committee.

As far as qualification with respect to Company Secretary is concerned, the Board is looking for the qualified person for the post of Company Secretary and compliance officer who can handle the compliance in diligent manner.

WEBLINK OF ANNUAL RETURN

Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014 are placed on the website of the Company and is accessible at the web link: www.mrugeshtrading.com .

STATEMENT PURSUANT TO LISTING AGREEMENT

The Companys Equity shares are listed at Bombay Stock Exchange Limited. The Annual Listing fees for the year 2023-24 has been paid.

DETAILS IN RESPECT OF FRUAD REPORTED BY THE AUDITOR

During the year under review, no such fraud has been found which required to be reported under section 143 of the Companies Act, 2013.

RELATED PARTY TRANSACTION

During the year ended 31^st March, 2023, company has not entered into any Contracts and/or arrangements with related parties covered under section 188 of the Companies Act, 2013.

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.

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.

CASH FLOW STATEMENT

The Cash Flow Statement for the year 2022-23 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 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.

MATERIAL CHANGES OCCURRED AFFECTING FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF FINANCIAL YEAR OF THE COMPANY AND THE DATE OF THE REPORT

There are no such material changes occurred affecting financial position of the Company between the end of financial year of the Company and the date of the report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING ONCERN STATUS OF THE COMPANY:

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company.

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.

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.

Place: Mumbai	For and On behalf of Board of Directors of
Date: 31/08/2023	Mrugesh Trading Limited
	Sd/-
	Rajiv Jugalkishor agrawal
	Chairman cum Managing Director
	DIN: 01659197