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Mercury Metals Ltd.

BSE: 531357 Sector: Others
NSE: N.A. ISIN Code: INE763M01028
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Mercury Metals Ltd. (MERCURYMETALS) - Director Report

Company director report

To

THE MEMBERS

Your Directors have pleasure in submitting their 34th Annual Report of theCompany together with the Audited Statements of Accounts of the Company for the year endedon 31st March 2020.

1. FINANCIAL PERFORMANCE/HIGHLIGHTS:

During the year under review the Company has incurred loss of Rs. 13.66 Lac. Howeveryour Directors look forward to improve the financial position of the Company and areoptimistic about the future growth and performance of the Company.

The summarized financial results of the Company for the period ended 31stMarch 2020 are as follows:

Particulars Year Ending 31st March 2020 Year Ending 31st March 2019
Sales 0 82.74
Other Income 0.62 0.01
Total Income 0.62 82.75
Less: Expenditure 14.08 94.81
Profit/(loss)before Interest Depreciation Tax (13.46) (12.06)
Less:Interest 0 0
Less: Depreciation & Amortization Cost 0 0
Less: Extraordinary items 0 0
Profit/(loss)Before Tax (13.46) (12.06)
Less: Tax Expenses or Adjustment (0.52) 0
Profit/(loss)after Tax (12.94) (12.06)
Other Comprehensive Income (0.72) 0.74
Total Comprehensive Income (13.66) (11.32)

1. OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE:

The overall Revenue of the Company for the Current Financial year 2019-20 has decreasedto Rs. 0 as compared to Rs. 82.74 lacs in the Previous Financial year 2018-19. TheCompany's Loss after tax as on 31st March 2020 is recorded at Rupees 13.46lacs as against 12.06 lacs.

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

2. AMOUNT TRANSFERRED TO RESERVE:

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

3. DIVIDEND

Since the Company has incurred loss during the year ended on 31st March2020 hence the Board has not recommended/declared dividend for the year 2019-20.

4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

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

5. CHANGE IN THE NATURE OF THE BUSINESS OF THE COMPANY

During the year there is no change in the nature of the business of the Company.

6. DEPOSITS

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

7. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THESE FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Companyhave occurred between the end of the financial year to which these financial statementsrelate and the date of this report.

8. 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 impacton the going concern status and the Company's operations in future.

9. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THECOMPANY

The Company does not have any Risk Management Policy as the elements of riskthreatening the Company's existence are very minimal.

10. PARTICULARS OF ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNING AND OUTGO:

A. CONSERVATION OF ENERGY:

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

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

3. the capital investment on energy conservation equipment: Nil

B. TECHNOLOGY ABSORPTION:

I. the efforts made towards technology absorption: None

II. the benefits derived like product improvement cost reduction product developmentor import substitution: None

III. in case of imported technology (imported during the last three years reckoned fromthe 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 the reasonsthereof: N.A.

e. the expenditure incurred on Research and Development: Nil

C. FOREIGN EXCHANGE EARNING & OUTGO:

Foreign Exchange Earning: NIL Foreign Exchange Outgo: NIL

11. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.

12. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013

During the year the Company has not given any loan guarantee or provided security inconnection with the loan to any other body corporate or person or made any investmentshence no particulars of the loans guarantees or investments falling under the provisionsof Section 186 of the Companies Act 2013 are provided by the Board.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

During the year no contracts or arrangements were made with related parties fallingunder the purview of Section 188 of the Companies Act 2013.

There are no materially significant related party transactions made by the Company withPromoters Directors Key Managerial Personnel or other designated persons which may havea potential conflict with the interest of the Company at large.

14. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

Composition of Board;

Name of Directors Designation Category No. of Board Meeting held No. of Board Meeting attended Attendant at the last AGM
GOVINDRAM LALURAM KABRA Chairman Whole Time Director Promoter Executive 6 6 YES
RADHESHYAM LALURAM KABRA Director Promoter- Non Executive 6 6 YES
MAHENDRA GANGARAM PRAJAPATI Director Independent 6 6 YES
BHARTI NIMISH BAVISHI Director Independent 6 6 YES
Mr. TAGARAM L. CHOWDHARY Director Independent 6 6 YES

i. DIRECTOR APPOINTMENT/CESSATION:

During the year no director has been appointed removed or resigned from the Board ofDirectors of the Company.

ii. RETIREMENT BY ROTATION

In accordance with the provisions of section 152[6] of the Act and in terms of Articlesof Association of the Company Mr. RADHESHYAM LALURAM KABRA (DIN: 00005997] being liableto retire by rotation shall retire at the ensuing Annual General Meeting and beingeligible offer himself for reappointment. The Board recommends his reappointment.

iii. KEY MANAGERIAL PERSONNEL

Mr. Govindram L. Kabra Whole-time director and Mr. Rasikbhai A. Rana Chief FinancialOfficer and Birva H. Patel Company Secretary are the Key Managerial Personnel as per theprovisions of the Companies Act 2013 and rules made thereunder.

iv. NUMBER OF BOARD MEETINGS

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

During the year under review the Board duly met Five (5] times on 10/05/201914/08/2019 13/11/2019 19/12/2019 and 13/02/2020 in respect of said meetings propernotices were given and proceedings were properly recorded and signed in the Minute Bookmaintained for the purpose.

v. STATEMENT ON FORMAL ANNUAL EVALUATION OF BOARD

Nomination and Remuneration Committee annually evaluates the performance of individualDirectors Committees and of the Board as a whole in accordance with the formal systemadopted by it. Further the Board also regularly in their meetings held for variouspurposes evaluates the performance of all the Directors committees and the Board as awhole. The Board considers the recommendation made by Nomination and RemunerationCommittee in regard to the evaluation of board members and also tries to discharge itsduties more effectively. Each Board member's contribution their participation wasevaluated and the domain knowledge they bring. They also evaluated the manner in which theinformation flows between the Board and the Management and the manner in which the boardpapers and other documents are prepared and furnished.

vi. DECLARATIONS BY INDEPENDENT DIRECTORS & THEIR SEPARATE MEETING

All the Independent Directors of the Company have given their declarations stating thatthey meet the criteria of independence as laid down under Section 149(6] of the CompaniesAct 2013 and in the opinion of the Board the Independent directors meet the saidcriteria.

During the year under review the Independent Directors duly met pursuant to theprovisions as specified in Schedule IV of the Companies Act 2013 and the quorum waspresent throughout the meeting.

15. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5] of the Companies Act 2013 theBoard hereby submits its responsibility Statement:—

a] in the preparation of the annual financial statements for the year ended on 31stMarch 2019 applicable accounting standards have been followed along with properexplanation relating to material departures if any

b] such accounting policies have been selected and applied consistently and judgmentsand estimates made that are reasonable and prudent so as to give a true and fair view ofthe state of affairs of the company as at 31st March 2020 and of the profit ofthe company for the year ended on that date

c] proper and sufficient care has been taken for maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of thecompany 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 areadequate and are operating effectively and

f] The systems to ensure compliance with the provisions of all applicable laws are inplace and are adequate and operating effectively.

16. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE:

Pursuant to the provisions of section 177(8] of the Companies Act 2013 the Boardhereby disclose the

composition of the Audit Committee and other relevant matters as under:

Sr. No. Name of the Member Designation Category Number of meeting held Number of meeting attended
1. Mrs. Bharti Nimish Bavishi Member Independent Director 4 4
2. Mahendra G. Prajapati Chairman Independent Director 4 4
3. Radheshyam L. kabra Member Non-Executive Director 4 4

The Audit Committee acts in accordance with the terms of reference specified by theBoard of Directors of the Company. Further during the period under review the Board ofDirectors of the Company had accepted all the recommendations of the Committee.

During the financial year ended on 31st March 2020 the Audit Committee metFour times on 10/05/2019 14/08/2019 13/11/2019 and 13/02/2020.

17. 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 ofDirectors of the Company has established vigil mechanism/Whistle Blower Policy forDirectors and employees of the Company to report genuine concerns regarding unethicalbehaviour actual or suspected fraud or violation of the Company's code of conduct andethics Policy. The said mechanism also provides for direct access to the Chairperson ofthe Audit Committee in appropriate or exceptional cases.

The Board of Directors of the Company frequently reviews the vigil mechanism/whistleblower policy in order to ensure adequate safeguards to employees and Directors againstvictimization.

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

18. NOMINATION AND REMUNERATION COMMITTEE

a) Composition of Nomination and Remuneration Committee:

As on the date of this report the Committee comprises of the following members:

Sr. No. Name of the Member Designation Category Number of meeting held Number of meeting attended
1. Shri Mahendra G. Prajapati Chairman Independent Director 1 1
2. Shri Bharti N. Bavishi Member Independent Director 1 1
3. Shri Radheshyam Kabra Member Non-Executive Director 1 1

The Board has in accordance with the provisions of sub-section (3] of Section 178 ofthe Companies Act 2013 formulated the policy setting out the criteria for determiningqualifications positive attributes independence of a Director and policy relating toremuneration for Directors Key

Managerial Personnel and other employees. The said policy is furnished in"Annexure A" and is attached to this report.

Meetings of Nomination and Remuneration Committee:

During the year one meeting of the Committee was held on 25 th October2019.

19. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee comprises of the following members:

Sr. No. Name of the Member Designation Category
1. Shri Mahendra G. Prajapati Chairman Independent Director
2. Shri Bharti N. Bavishi Member Independent Director
3. Shri Radheshyam Kabra Member Non - Executive Director

Details of Investor's grievances/ Complaints:

The Company has not received any complaints during the year. The pending complaints ofthe Shareholders/Investors registered with SEBI at the end of the current financial yearended on 31st March 2020 are NIL.

There were no pending requests for share transfer/dematerialisation of shares as of 31stMarch 2020.

Compliance Officer:

The Compliance officer of the Company is Mrs. Birva H. Patel.

Meetings of the Committee

The Committee duly met on 20th March 2020.

20. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OFTHE COMPANY

The Company has not developed and implemented any risk management policy as the riskthreatening the business activity carried out by the Company during the year are minimal.

21. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

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

During the year such Controls were tested and no reportable material weakness wasobserved.

22. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

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

23. AUDITORS

i. STATUTORY AUDITORS

M/s. Ambalal Patel & Co. Chartered Accountants appointed as the auditor of thecompany in the AGM held on 30th July 2018 to hold the office till theconclusion of the Annual General Meeting to be held in the calendar year 2019. The boardof Directors of the company has recommended their appointment as statutory auditor of thecompany for a period of 4 (Four) years i.e. from 33rd Annual General Meeting to37th Annual General Meeting of the Company to be held in the year 2023 at suchremuneration as may be mutually agreed between the Board of Directors of the Company andthe Statutory Auditors.

The Consent of Ambalal Patel & Co. Chartered Accountants along with the Certificateunder Section 139 of the Act has been obtained to the effect that their appointment ifmade shall be in accordance with the prescribed conditions and that are eligible to holdthe office of the Auditors of the Company

There are no qualifications reservations or adverse remarks made by M/s. AMBALAL PATEL& 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 periodended 31st March 2020 read with the explanatory notes therein areself-explanatory and therefore do not call for any further explanation or comments fromthe 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 Act2013 our Company needs to obtain Secretarial Audit Report from Practicing CompanySecretary and therefore M/s Nikhil Suchak & Associates Company Secretaries had beenappointed to issue Secretarial Audit Report for the period ended on 31st March2020.

Secretarial Audit Report issued by M/s Nikhil Suchak & Associates CompanySecretaries in Form MR-3 attached and marked as Annexure "B" for the periodunder review forms part of this report.

The said report contains observation or qualification certain observation andqualification which are mentioned here in under.

a) Non-Compliance of regulations under Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 regarding filing of Outcome ofBoard Meeting within 3 0 Minutes of the closure of the meeting to the exchange

- Due to inadvertence the Company failed to file the outcome of the board of directorsmeeting within the stipulated time limit of 30 minutes as per regulations 30 underSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements]Regulations 2015. However company had filed the same on the same day.

iii. COST AUDITORS

The Company has not appointed the Cost Auditor as pursuant to Section 148 of theCompanies Act 2013 read with the Companies (Cost Records and Audit] Amendment Rules2014 the cost audit is not applicable to the Company.

24. ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration] Rules 2014 is furnished in Annexure"C" and is attached to this Report.

25. PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act 2013 read with rule5(1] of the Companies (Appointment and Remuneration of Managerial Personnel] Rules 2014is provided in the Report and marked as Annexure-"D". No employee of the Companywas in receipt of the remuneration exceeding the limits prescribed in the rule 5(2] of theCompanies (Appointment and Remuneration of Managerial Personnel] Rules 2014.

26. CORPORATE GOVERNANCE

As per the provisions of SEBI (Listing Obligations and Disclosures requirement]Regulation 2015 the annual report of the listed entity shall contain CorporateGovernance Report and it is also further provided that if the Company is not having thepaid up share capital exceeding Rs. 10 crores and Net worth exceeding Rs. 25 crores thesaid provisions are not applicable. As our Company does not have the paid up share capitalexceeding Rs. 10 crores and Net worth exceeding Rs. 25 crores the Corporate GovernanceReport is not applicable and therefore not provided by the Board.

27. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

The Management's Discussion and Analysis Report for the year under review asstipulated under Regulation 34(2](e] of the Listing Regulations is given as an Annexure-Eto this report.

28. FINANCIAL CALENDAR

The Company expects to announce the unaudited/audited quarterly results for the year2019-20 as per the following schedule:

First quarter: 2nd week of August 2020 Half-yearly results: 2ndweek of November 2020 Third quarter: 2nd Week of February 2021 YearlyResults: By end of May 2021

ACKNOWLEDGEMENTS

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

Date: 28th August 2020 By Order of the Board of Directors
Place: Ahmedabad For Mercury Metals Limited

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