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Mercury Ev-Tech Ltd. Directors Report
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You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 1404.03 Cr. P/BV 27.61 Book Value (Rs.) 2.90
52 Week High/Low (Rs.) 144/13 FV/ML 1/1 P/E(X) 1,089.65
Bookclosure 30/09/2023 EPS (Rs.) 0.07 Div Yield (%) 0.00
Year End :2023-03 

DIRECTOR REPORT

To,

THE MEMBERS,

Your Directors have pleasure in submitting their 37thAnnual Report of the Company
together with the Audited Statements of Accounts of the Company for the year ended on
31stMarch, 2023

1. FINANCIAL PERFORMANCE/HIGHLIGHTS:

The summarized financial results of the Company for the period ended 31st March, 2023
are as follows:

Particulars

Year Ending

Year Ending

31st March, 2023

31st March, 2022

Sales

1609.70

118.17

Other Income

4.56

4.01

Total Income

1614.26

122.18

Less: Expenditure

1447.31

90.58

Profit/(loss)before Interest, Depreciation, Tax

166.94

31.60

Less: Interest

0

0

Less: Depreciation & Amortization Cost

6.45

0

Less: Extraordinary items

0

0

Profit/(loss)Before Tax

160.49

31.60

Less: Tax Expenses or Adjustment

21.13

8.50

Profit/(loss)after Tax

139.36

23.10

Other Comprehensive Income

0

0.20

Total Comprehensive Income

139.36

23.10

Particulars

Year Ending

Year Ending

31st March, 2023

31st March, 2022

Sales

1341.64

118.17

Other Income

4.06

4.01

Total Income

1345.70

122.18

Less: Expenditure

1231.65

90.58

Profit/(loss)before Interest, Depreciation, Tax

114.05

31.60

Less: Interest

0

0

Less: Depreciation & Amortization Cost

4.92

0

Less: Extraordinary items

0

0

Profit/(loss)Before Tax

109.13

31.60

Less: Tax Expenses or Adjustment

21.13

8.50

Profit/(loss)after Tax

88.00

23.10

Other Comprehensive Income

0

0.20

Total Comprehensive Income

88.00

23.10

The Financial Statements of the Company are prepared in accordance with Indian
Accounting Standards (IND AS) including the Rules notified under the relevant provisions of
the Companies Act, 2013, forms part of the Annual Report and Accounts

2. OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE:

The Company has achieved total net sales of Rs. 1341.64 Lakhs (standalone) and Rs.
1609.70 Lakhs (Consolidated) during the year as against Rs. 118.17 Lakhs (Standalone) and
Rs. 118.17 Lakhs (Consolidated) in the previous year. There has been increase Profit after
tax of Rs.139.36 lakhs (Consolidated) and Rs. 88.00 lakhs (Standalone) as against Rs. 23.10
lakhs (Consolidated & Standalone) in the previous year.

Your directors are confident and optimistic of achieving upward growth and achieving much
better results in the coming years.

3. AMOUNT TRANSFERRED TO RESERVE:

During the year under review, the Company has not transferred any amount to reserves.

4. DIVIDEND:

Your Directors do not recommend any Dividend for the year under review.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND:

Since there was no unpaid/unclaimed dividend, the provisions of Section 125 of the
Companies Act, 2013 do not apply.

6. CHANGE IN THE NATURE OF THE BUSINESS OF THE COMPANY:

The Company has amended its main object clause of Memorandum of Association (MOA)
and added more objects related to Electronic Vehicle Sector in order to commence this
business activities through Postal Ballot resolution which have been passed on the last day
of e-voting on 30th May, 2022 therefore the Company has changed its main business
activities and nature of business during the year by add main objects in MOA during the
year.

7. CHANGE IN THE NAME OF THE COMPANY:

The Company has obtained approval from Members of the Company for change of name as
proposed by the Board of Directors through Postal Ballot resolution which shall be deemed
to have been passed on the last day of e-voting dated 2ndMarch, 2023 from M/s Mercury
Metals Limited to M/s Mercury Ev-Tech Limitedin line with the Business of the Company.

The Equity shares of the Company are listed on Bombay Stock Exchange (BSE) and
Company has obtained necessary approvals from Stock Exchange i.e. BSE Limited. After
change of name, the name of the Company on BSE Limited is reflected as Mercury EV-Tech
Limited with Scrip ID as "MERCURYEV".

The Change of name of the Company has become effective from March 30, 2023 pursuant
to new certificate of incorporation issued by Registrar of Companies, Gujarat.

8. CHANGES IN THE SHARE CAPITAL:Authorised Capital

During the year under review, the authorized capital of the company has increased from
Rs.10,00,00,000 (Rupees Ten crore Only) dividedinto 10,00,00,000 (Ten crore) Equity Shares
of Re.1/- (Rupee OneOnly) to Rs.48,00,00,000/- (Rupees Forty Eight Crores Only) divided into
48,00,00,000 (Forty-Eight crore) Equity Shares of Re. 1/- (Rupee One Only)

Issued, Subscribed & Paid-up Capital

The Issued, Subscribed and Paid Up Capital of the company is Rs. 16,68,67,392/- (Sixteen
Crore Sixty Eight Lakhs Sixty Seven Thousands Three Hundred Ninety Two Only) Equity
Shares of Re. 1/- Only ( Rupees One Only).

9. RIGHT ISSUE:

The Company has allotted15,99,14,584 Rightequity shares having face value of Re. 1/-
(Rupee One Only) ("Equity Share") each at an issue price of Rs. 3/- per Share including
premium of Rs. 2/- each in terms of the letter of offer dated July 29, 2022 and in pursuance
of the basis of allotment approved by the BSE Limited on September 07, 2022.

10. ANNUAL SECRETARIAL COMPLIANCE REPORT:

The Company has undertaken an audit for the Financial Year 2022-23 for all applicable
compliances as per SEBI Regulations and Circulars /Guidelines issued thereunder. The
Annual Secretarial Compliance Report duly signed by M/s. Vishwas Sharma & Associates,
Practising Company Secretaries has been submitted to the Stock Exchanges and is part of
Annual report which is available on P No.

11. DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of
provisions of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies
(Acceptance of Deposit) Rules, 2014 during the period under review. Hence, the requirement
for furnishing the details of deposits which are not in compliance with Chapter V of the Act
is not applicable.

12. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION
OF THE COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH
THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company
have occurred between the end of the financial year to which this financial statements relate
and the date of this report.

13. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No orders have been passed by any Regulator or Court or Tribunal which can have impact on
the going concern status and the Company's operations in future.

14. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY:

The provisions of SEBI Regulations for formation of Risk Management Committee are not
applicable to the Company. However, as per section 134 (3) (n) of Companies Act 2013, the
company regularly maintains a proper check in normal course of its business regarding risk
management.

Your Company has a well-defined risk management framework in place. The risk
management framework works at various levels across the Company. These levels form the
strategic defence cover of the Company's risk management. The Company has a robust
organisational structure for managing and reporting on risks.

The Risk Management process has been established across the Company and is designed
to identify, assess and frame a response to threats that affect the achievement of its
objectives. Further, it is embedded across all the major functions and revolves around the
goals and objectives of the Company.

Currently, the company does not identify any element of risk which may threaten the
existence of the company.

15. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNING AND OUTGO
A. CONSERVATION OF ENERGY:

i. the steps taken or impact on conservation of energy: Nil

ii. the steps taken by the company for utilizing alternate sources of energy: None

iii. the capital investment on energy conservation equipments: Nil

B. TECHNOLOGY ABSORPTION:

I. the efforts made towards technology absorption: None

ii. the benefits derived like product improvement, cost reduction, product
development or import substitution: None

iii. in case of imported technology (imported during the last three years reckone
from the beginning of the financial year)-

a) the details of technology imported: None

b) the year of import: N.A.

c) whether the technology been fully absorbed: N.A.

d) if not fully absorbed, areas where absorption has not taken place, and
thereasons thereof: N.A.

iv. the expenditure incurred on Research and Development: Nil

C. FOREIGN EXCHANGE EARNING & OUTGO:

Foreign Exchange Earning: NIL
Foreign Exchange Outgo: NIL

16. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The provisions of section 135(1) of Companies Act 2013 related to Corporate Social
Responsibility is not applicable on the company. Therefore, the company has not constituted
CSR committee.

Further, The Company is not required to constitute a Corporate Social Responsibility
Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013
and hence it is not required to formulate policy on corporate social responsibility

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186
OF THE COMPANIES ACT, 2013:

The details of loans given, investments made, guaranteesgiven and securities provided by
the Company during thefinancial year under review form parts of the note No. 11 to
thestandalone financial statements provided in this AnnualReport

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All related party transactions which were entered into during the financial year were on an
arm's length basis and in the ordinary course of business.

The details of related party transactions are annexed to this Board Report in Form AOC-2
and marked as "Annexure - E” to this report.

The details of related party transactions are annexed to this Board Report in Form AOC-2
and marked as "Annexure - G” to this report.

19. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

Name of Directors

Designation

Category

Mr. KavitJayesbhai Thakkar

Managing

Promoter

Director

Executive

Mr. Jayesh Vimal Chellani

Director

Independent

Mr. Arvindkumar Thakkar

Director

Independent

Mr. Dhruv Deepak Yardi

CFO

NA

Miss. ManshiAbhay Jain

Women Director

Non-Executive

(From 05.04.2022)

Mr. Jayeshbhai Raichandbhai Thakkar

Director

Non-Executive

(upto 27.06.2022)

35

Mr. Harit Gopalbhai Shah

(from 01.07. 2022 to 03.10.2022)

Director

Executive

Mr. Darshankumar Jitendra Shah
(From 03.10.2022)

Director

Executive

Mrs. BirvaHarshit Patel
(upto 04.05.2022)

CS

NA

Mr. Mikil N. Gohil
(From 04.05.2022)

CS

NA

Mr. Dhruv Deepak Yardi

CFO

NA

i. INDUCTION:

There were following inductions and Cessations made by the board of directors during the
year under review:

A. Ms. Manshi Abhay Jain has been appointed as as Non-Executive Director w.e.f.
05/04/2022.

B. Appointment of Mr. Mikil Nitinbhai Gohil as Company Secretary & Compliance Officer
of the Company. He has taken the charge as Company Secretary and Compliance
Officer w.e.f. 04/05/2022.

C. Appointment of Mr. Harit Gopalbhai Shah as Executive Director of the Company. He
has taken the charge as Executive Director. w.e.f. 01/07/2022 and ceased on
03/10/2022.Further he has been appointed as an additional director of the Company
w.e.f. 27/06/2023.

D. Appointment of Ms. Darshankumar Jitendra Shah as Executive Director of the
Company w.e.f 03/10/2022.

E. Resignation of Ms. BirvaHarshit Patel as Company Secretary & Compliance Officer of
the Company w.e.f. 04.05.2022

F. Resignation of Mr. Jayeshbhai Raichandbhai Thakkar as Director of the Company
w.e.f. 27.06.2022

ii. RETIREMENT BY ROTATION:

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with the
Companies (Appointment & Qualification of Directors) Rules, and Companies Articles of
Association, Mr. Kavit Jayeshbhai Thakkar- (DIN: 06576294), Executive Director of the
Company retires by rotation at the ensuing Annual General Meeting and being eligible offers
himself for re-appointment. Necessary resolution for his re-appointment isplaced before the
shareholder for approval.

iii. NUMBER OF BOARD MEETINGS:

Regular meetings of the Board are held to discuss and decide on various business policies,
strategies, financial matters and other businesses.

vi. STATEMENT ON FORMAL ANNUAL EVALUATION OF BOARD:

Nomination and Remuneration Committee annually evaluates the performance of individual
Directors, Committees, and of the Board as a whole in accordance with the formal system
adopted by it. Further, the Board also regularly in their meetings held for various purposes
evaluates the performance of all the Directors, committees and the Board as a whole. The
Board considers the recommendation made by Nomination and Remuneration Committee in
regard to the evaluation of board members and also tries to discharge its duties more
effectively. Each Board member's contribution, their participation was evaluated and the
domain knowledge they bring. They also evaluated the manner in which the information
flows between the Board and the Management and the manner in which the board papers
and other documents are prepared and furnished.

v. FAMILIARISATION PROGRAMME OF INDEPENDENT DIRECTOR:

The Company has an orientation process/familiarization programme for its independent
directors with emphasis on:

• Roles, Rights and Responsibilities - Board dynamics & functions

• Strategy, Operations and functions of the Company

As a process when a new independent director is appointed, a familiarization programme is
conducted by the senior management team and also whenever a new member is appointed
to a Board Committee, information relevant to the functioning of the Committee and the role
and responsibility of Committee members is informed.

The Independent Directors have attended such orientation process/ familiarization
programme. The Board and Committee meetings of the Company are held at least on a
quarterly basis and members of the Board meet key functional/business heads separately
to get themselves more familiarized with the business/operations and challenges faced by
the industry on an ongoing basis.

vi. DECLARATIONS BY INDEPENDENT DIRECTORS:

All the Independent Directors of the Company have given their declarations stating that they
meet the criteria of independence as laid down under Section 149(6) of the Companies Act,
2013 and in the opinion of the Board, the Independent directors meet the said criteria.

The Board is of the opinion that all Independent Directors of the Company possess requisite
qualifications, experience, expertiseand they hold highest standards of integrity.

During the year under review, the non-executive directors of the Company had no pecuniary
relationship or transactions with theCompany, other than sitting fees and reimbursement of
expenses incurred by them for the purpose of attending meetings of theBoard /Committee
of the Company

vii. Board Committees:

As required under the Companies Act, 2013 and SEBI Listing Regulations, 2015, the Board of
Directors has (a) Audit Committee (b) Nomination and Remuneration Committee and (c)
Stakeholders Relationship Committee. A detailed note on the composition of the
Committees, role and responsibilities assigned to these Committees etc are included in the
Corporate Governance Report annexed with this report on Page No------.

viii. Key Managerial Personnel:

The following have been designated as the Key Managerial Personnel of the Company
pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014:

1. Mr. Kavit J. Thakkar, Managing Director

2. Mr. Dhruv Deepak Yardi, Chief Financial Officer

3. Ms. Birva Patel, Company Secretary & Compliance Officer (upto 04.05.2022)

4. Mr. Mikil N. Gohil, Company Secretary& Compliance Officer (w.e.f. 04.05.2022)

20. INDEPENDENT DIRECTORS' MEETING:

The Independent Directors of your Company often meetbefore the Board Meetings without
the Non-Independent Directorsor Chief Financial Officer or any other
ManagementPersonnel.

These Meetings are conducted in an informal and flexiblemanner to enable the Independent
Directors to discussmatters pertaining to, inter alia, review of performanceof Non¬
Independent Directors and the Board as a whole,review the performance of the Chairman of
the Company(taking into account the views of the Executive andNon-Executive Directors),
assess the quality, quantity andtimeliness of flow of information between the
CompanyManagement and the Board that is necessary for the Boardto effectively and
reasonably perform their duties.

One Meeting of Independent Directors were heldon March 29, 2023 during the year and this
meeting was well attended.

21. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board
hereby submits its responsibility Statement:-

a) in the preparation of the annual financial statements for the year ended on 31st March,
2023, applicable accounting standards have been followed along with proper explanation
relating to material departures, if any,

b) such accounting policies have been selected and applied consistently and judgments and
estimates made that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the company as at 31st March, 2023 and of the profit of the company for
the year ended on that date,

c) proper and sufficient care has been taken for maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the
company and for prevention and detection of fraud and other irregularities,

d) the annual financial statements are prepared on a going concern basis

f) the systems to ensure compliance with the provisions of all applicable laws are in place
and are adequate and operating effectively.

22. POSTAL BALLET:

The Company has held 2 meetings through postal Ballet during the financial year 2022-23.
The details of the same are given in Corporate Governance.

23. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the
Company has established vigil mechanism/Whistle Blower Policy for Directors and
employees of the Company to report genuine concerns regarding unethical behaviour, actual
or suspected fraud or violation of the Company's code of conduct and ethics Policy. The
said mechanism also provides for direct access to the Chairperson of the Audit Committee
in appropriate or exceptional cases.

The Board of Directors of the Company frequently reviews the vigil mechanism/whistle
blower policy in order to ensure adequate safeguards to employees and Directors against
victimization.

The said policy is also available on the website of the Company at www.mercurymetals.in

24. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has placed an adequate Internal Financial Controls with reference to Financial
Statements. The Board has inter alia reviewed the adequacy and effectiveness of the
Company's internal financial controls relating to its financial statements.

During the year, such Controls were tested and no reportable material weakness was
observed.

25. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has two Subsidiaries and details of which are as below, Company does not
have Joint venture or Associate Company.

Details of Subsidiaries Company:

A. M/s Powermetz Energy Private Limited (80% holding)

B. M/s EV Nest Private Limited (wholly owned subsidiary)

A statement containing the salient features of financial statement of our subsidiaries in
theprescribed format AOC-1 is attached herewith "Annexure - D”

26. AUDITORSi. STATUTORY AUDITORS

M/s. M Sahu& Co., Chartered Accountants appointed as the auditor of the company in the
36th AGM held on 24thSeptember 2022 to hold the office till the conclusion of the
41stAnnual General Meeting to be held in the calendar year 2027. The board of Directors of
the company has recommended their appointment as statutory auditor of the company for a
period of 5 (Five) years i.e. from 36thAnnual General Meeting to 41stAnnual General

Meeting of the Company to be held in the year 2027 at such remuneration as may be
mutually agreed between the Board of Directors of the Company and the Statutory Auditors.

The Consent of M Sahu& Co. Chartered Accountants along with the Certificate under
Section 139 of the Act has been obtained to the effect that their appointment, if made, shall
be in accordance with the prescribed conditions and that are eligible to hold the office of the
Auditors of the Company

There are no qualifications, reservations or adverse remarks made by M/s.M. Sahu& Co.,
Chartered Accountants, the Statutory Auditors of the Company, in their report. The
observations made by the Statutory Auditors in their report for the financial period ended
31st March 2023 read with the explanatory notes therein are self explanatory and therefore,
do not call for any further explanation or comments from the Board under Section 134(3) of
the Companies Act, 2013.

ii. SECRETARIAL AUDITOR

As per the provisions of Section 204 read with Section 134(3) of the Companies Act, 2013,
our Company needs to obtain Secretarial Audit Report from Practicing Company Secretary
and therefore, M/s Vishwas Sharma & Associates, Company Secretaries had been
appointed to issue Secretarial Audit Report for the period ended on 31st March 2023.

Secretarial Audit Report issued by M/s Vishwas Sharma & Associates, Company Secretaries
in Form MR-3, attached and marked as Annexure "E", for the period under review forms part
of this report.

The said report contains observation/Qualification which is mentioned as below:

Qualification

Explanation

The statutory Auditor Viz. M/s. Ambalal Patel
& Co., Chartered Accountants has tendered their
resignation on July 25, 2023 i.e. within 45 days
from the end of the First Quarter of F.Y. 22-23
and has not issued the limited review report for
the first quarter and therefore violated the terms
of the para 6(A)(i) of SEBI Circular
CIR/CFD/CMD1/114/2019 dated October 18, 2019.

The Board of Directors of the Company would like
to clarify that after the takeover of the Company by
New Management they shifted the RO from
Ahmedabad to Vadodara and therefore, the
Statutory Auditor of the Company has shown their
inability to travel and devote their resources for
Audit and hence resigned and not carried out the
Limited Review Report for the First Quarter of the
FY 22-23

The Company failed to submit consolidated financia
result alongwith the outcome of board meeting
required to be submitted under Regulation 30 of
SEBI LODR Regulations within 30 minutes from the
conclusion of the board meeting for the quarter
ended on September 30, 2022.

The Board of Directors of the Company would like
to Clarify that due to inadvertence and clerical
error, the Company missed to attach consolidated
Results. It is to be noted the mistake was
inadvertent in nature and Company will be more
cautious in future while complying applicable
SEBI (LODR) Regulation 2015.

The Listed Entity has published Financial results for
the quarter ended on September 30, 2022 after 48
hours of submission of financial results with the
stock exchange hence in violation of Regulation
47(3) of SEBI (LODR) Regulations 2015.

The Board of Directors of the Company informed
that the mistake was inadvertent in nature and
Company will be more cautious in future while
complying applicable SEBI (LODR) Regulation
2015

The Company had maintained the data in Excel
format and therefore was tamperable in nature and
hence in violation of compliance of Structured

The Board of Directors of the Company would like
to clarify that initially the entries were m^i tained
into Excel Format and to its non-tamperable

Digital Database (SDD) in terms of Regulation 3(5)
and 3(6) of Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015
(PIT Regulations).

nature, we strictly implemented the Password of
File. The Company has installed SDD software
which is non-tamperable.

The Company had received email form BSE limited
on March 10, 2023 regarding trades undertaken by
the Directors of the Company Viz. Darshankumar
Jitendra Shah & Neha Ramprakash Kabra falls within
trading window closure period which is in
contravention of provisions of Para 4 of Schedule B,
read with Regulation 9(1) and (2) of SEBI (PIT)
Regulations 2015.

The Board would like to submit that the Company
has sought clarification from Mr. Darshankumar
Jitendra Shah and also issued a Warning letter to
him, as the value of the transaction is very
minimal. Further, the Company clarified to the BSE
that Neha Ramprakash Kabra is not a promoter/
promoter group or also not relative of them and
therefore is not designated person, hence
regulation of trading window closure is not
applicable to her.

The Company failed to file e-form SH-7 under
Section 64 (1) of the Companies Act, 2013, e-form
MGT-7 i.e. Annual Return under section 92 for the F.Y.
2021-22 and e-form DPT-3 pursuant to rule 16 of the
Companies (Acceptance of Deposits) Rules, 2014 for
the F.Y. 2022-23 within prescribed time.

The Board of Directors of the Company would like
to clarify that the Company had filed the forms with
additional fees due to technical glitch on MCA
portal during the period.

iii. Internal Auditor

The Board of Directors has on the recommendation of Audit Committee, and pursuant to the
provision of Section 138 of the Companies Act 2013, has appointed M/s Shital Samriya, as
an Internal Auditor of the Company.

iv. COST AUDITORS

The Company has not appointed the Cost Auditor as pursuant to Section 148 of the
Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules,
2014, the cost audit is not applicable to the Company.

Further, maintenance of cost records as specified by the Central Government under sub¬
section (1) ofsection 148 of the Companies Act, 2013, is not required by the Company and
accordingly such accounts and records are not made and maintained.

27. ANNUAL RETURN:

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of
the Companies (Management and administration) Rules, 2014 is furnished inthe Website of
the Company at www.mercurymetals.in.

28. PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
provided in the Report and marked as Annexure-"A". No employee of the Company was in
receipt of the remuneration exceeding the limits prescribed in the rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

29. CORPORATE GOVERNANCE:

Your Company has been complying with the principals of good Corporate Governan41 over

the years and is committed to the highest standards of compliance. The Report on
Corporate Governance is attached as Annexure "B".

30. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:

The Management's Discussion and Analysis Report for the year under review, as stipulated
under Regulation 34(2)(e) of the Listing Regulations is given as an Annexure-"C" to this
report.

31. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

In order to prevent sexual harassment of women at 'work place, the Company has adopted a
policy for prevention of Sexual Harassment of Women at workplace and has set up
Committee for implementation of said policy under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013. Your Director's state that
during the year under review, there were no cases filed pursuant to the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Company
has complied with the provisions relating to the constitution of internal complaints
committee under the aforesaid Act.

32. COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD:

The Directors have devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India and
that such systems are adequate and operating effectively. The Company confirms
Compliance with the applicable requirements of Secretarial Standards 1 and 2.

33. INSOLVENCY AND BANKRUPTCY CODE:

During the Financial year ended on March 31,2023, there is no application made or any
proceeding pending under the Insolvency and Bankruptcy code, 2016.

34. FINANCIAL CALENDAR:

The Company expects to announce the unaudited/audited quarterly results for the year
2023-24 as per the following schedule:

First quarter: 2nd week of August, 2023
Half-yearly results: 2nd week of November, 2023
Third quarter: 2nd Week of February, 2024
Yearly Results: By end of May, 2024

35. ACKNOWLEDGMENTS:

Your Directors place on record their sincere thanks to bankers, business associates,
consultants, and various Government Authorities for their continued support extended to
your Companies activities during the year under review. Your Directors also acknowledges
gratefully the shareholders for their support and confidence reposed on your Company.

For and on behalf of the BoardSD/-

Kavit R. Thakka
Managing Director
(DIN:06576294)

Date: 05/09/2023

Place: Vadodara 42


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