To
The Members,
The Board of Directors hereby submits the 39th 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 31st
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 31st 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 Investor's 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 31st
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 31st
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 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 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 38th
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 Company's 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 31st 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 Company's 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 |
|