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:
CONSOLIDATED (Amount in Lakhs.)
STANDLONE (Amount in Lakhs.)
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:
Composition of Board;
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.
During the year under review, the Board duly met Fifteen(15) times on 05.04.2022, 21.04.2022, 05.05.2022, 17.05.2022, 22.06.2022, 01.07.2022, 25.07.2022, 29.07.2022,
09.08.2022, 07.09.2022, 03.10.2022, 14.11.2022, 31.12.2022, 27.01.2023 and 14.02.2023 in respect of said meetings proper notices were given and proceedings were properly recorded and signed in the Minute Book maintained for the purpose.
vi. STATEMENT ON FORMAL ANNUAL EVALUATION OF BOARD: X
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 meet before the Board Meetings without the Non-Independent Directors or Chief Financial Officer or any other Management Personnel.
These Meetings are conducted in an informal and flexible manner to enable the Independent Directors to discuss matters pertaining to, interalia, review of performance of 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 and Non-Executive Directors), assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
One Meeting of Independent Directors were held on 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
e) proper internal financial controls are in place and that the financial controls are adequate and are operating effectively and
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. AUDITORS
i. 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:
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 subsection (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.