Your Directors are pleased to present their report on the business and operations of your Company along with the audited accounts of your Company for the year ended March 31, 2024.
1. FINANCIAL RESULTS (' in Lakhs)
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Particulars
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Standalone Basis
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Consolidated Basis
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For the year ended March 31
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2024
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2023
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2024
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2023
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Revenue from Operations
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1918.05
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1341.64
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2202.25
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1609.70
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Other Income
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50.22
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4.06
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50.27
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4.56
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Profit before depreciation, interest and tax
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353.04
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116.10
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341.62
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169.12
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Finance Costs
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20.45
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2.05
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20.58
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2.17
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Depreciation and Amortization
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23.79
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4.92
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32.31
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6.45
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Profit Before Tax (PBT)
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308.80
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109.13
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288.73
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160.50
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Tax Expense
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89.53
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21.13
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89.53
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21.13
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Net Profit
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219.27
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88.00
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199.20
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139.37
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1. Company’s Performance
On Standalone Basis
> Total Revenue from operations increased by 42% to Rs. 1918.05 Lakhs against Rs. Rs. 1341.64 Lakhs of the previous year.
> Earnings before interest tax depreciation and amortisation (EBITDA) increased by 204% to Rs. 353.04 Lakhs against Rs. 116.10 Lakhs of the previous year.
> Profit Before Tax (PBT) increased by 182.97% to Rs.308.80 Lakhs against Rs. 109.13 Lakhs of the previous year.
> Net Profit increased by 149.17% to Rs. 219.27 Lakhs against Rs. 88.00 Lakhs of the previous year.
On Consolidated Basis
> Total Revenue from operations increased by 36% to Rs. 2202.25 Lakhs against Rs. Rs. 1609.70 Lakhs of the previous year.
> Earnings before interest tax depreciation and amortisation (EBITDA) increased by 102% to Rs. 341.62 Lakhs against Rs. 169.12 Lakhs of the previous year.
> Profit Before Tax (PBT) increased by 80% to Rs.288.73 Lakhs against Rs. 160.50 Lakhs of the previous year.
> Net Profit increased by 43% to Rs. 199.20 Lakhs against Rs. 139.37 Lakhs of the previous year.
2. TRANSFER TO GENERAL RESERVE
The Board of Directors of your Company has decided not to transfer any amount to the General Reserve for the year under review.
3. SHARE CAPITAL Authorised Capital:
During the year under review, there is no change in the Authorised share capital of the Company. The Authorised share capital of the company is 48,00,00,000.
Issued, Subscribed and Paid-up Capital:
During the Financial Year 2023-2024, the Company had issued and allotted 86,80,000 Equity Shares on Preferential Basis for the price of Rs. 33 per share (including premium of Rs.32 per equity share). Hence the Issued, Paid-up and
Subscribed capital has increased from Rs. 16,68,67,392 to Rs. 17,55,47,392 divided into 17,55,47,39 2 Equity Shares of Rs.1 each.
4. PREFRENTIAL ISSUE
The Company has issued and allotted 86,80,000 (Eighty Six Lakhs Eighty Thousands) fully paid- up equity share of the Company having face value of Re. 1/- (Rupee One Only) (“Equity Share”) each at an issue price of Rs. 33/- per equity share including premium of Rs. 32/- each on preferential basis to promoter group and non promoters by obtaining Shareholders approval through Special Resolution in the 37th Annual General Meeting held on 30th September, 2023. These shares are ranking pari-passu with the old equity shares of the company. It is to be informed that during the year, the Company has received Listing and trading permission of total 86,80,000 Equity shares BSE Limited and the said shares are permitted to trade on the BSE limited w.e.f. January 17, 2024.
5. DIVIDEND
Your director feel that it is prudent to plough back the profits of the Company for future growth of the Company and therefore do not recommend any dividend for the year ended March 31, 2024.
L DEPOSITS
The Company has neither accepted nor renewed any deposits falling within the purview of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time, during the year under review and therefore details mentioned in Rule 8(5)(v)& (vi) of Companies (Accounts) Rules, 2014 relating to deposits, covered under Chapter V of the Act is not required to be given.
7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Pursuant to the provisions of section 186 of the Companies Act, 2013, the Company has not given guarantees, however the company has made Loans as detailed in note no. 05 of Financial Statement of the company and made investment as detailed in note no. 04 of Financial Statement of the company which are within the limits of Section 186 of the Act.
8. INSURANCE
The Company has a broad-banded approach towards insurance. Adequate cover has been taken for all movable and immovable assets against numerous risks and hazards.
L MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report as required under Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations, 2015”) forms part of this Annual Report. The said comments are disclosed in Annexure-A.
10. DIRECTORS
As of March 31, 2024 your Company’s (“Board”) had seven Directors comprising of two Executive Directors and five NonExecutive Directors out of which 3 Directors are Independent Directors. The Board has one Women Independent Director. The details of Board and Committees composition, tenure of Directors, areas of expertise and other details are available in the Corporate Governance Report, which forms part of this Annual Report.
The Brief Details regarding the Directors of the company are as follows:
Mr. Kavit Jayeshbhai Thakkar (DIN-06576294) has Completed his Management graduation in “Innovation & Entrepreneurship” from Symbiosis Institute of Business Management, Pune. His core area of expertise is in innovation and entrepreneurship since many years. He was appointed as director in category of Executive Director in the Company he is liable to be retire by Rotation.
Mr. Darshan Jitendra Shah (DIN-08687729) had completed his graduation from Gujarat in Bachelor of Business Administration. He possesses experience of more than 10 years in the field of solar battery, finance. He was appointed on October 03, 2022, as Director in the capacity of Additional director Executive Director he is liable to be retire by rotation. The Company has regularised him by taking approval of Shareholders through Ordinary Resolution with effect from October 03, 2023 through postal Ballot.
Ms. Manshi Abhay Jain (DIN-09533465) has done graduation in B.Com. from Vikram University, Madhya Pradesh. She has vast knowledge in accounts and has worked with well-known multinational companies. She also has experience of networking and as relationship manager. She was appointed as Director in Category of Non-Executive, Independent Director for the term of 5 years with effect from April 05,2022.
Mr. Dinesh Kumar Sinha (DIN-10322097) is Post Diploma in Sales and Marketing management and Diploma in Automobile Engineering. He has total experience of 45 years. He is Consultant to numbers of Automobile companies involved in manufacturing and marketing of Electric / Petrol 3 - wheelers and electric two wheelers besides Attached to Mahindra First Choice services as Network development Advisor. He is also Human resource consultant to M/s Precision tune a multibrand car workshop, Nigeria. He was appointed as a director in category of Non-Executive, Independent Director in the Company for a period of 5 Years with effect from October 26, 2023.
Mr.Harit Gopalbhai Shah (DIN-06975567) is an Engineering graduate with Decades of experience in E.V Manufacturing and Renewable Energy Sector. He is very Innovative and a hard-core technocrat. His vision is to establish an E-mobility ecosystem in the country. He has forayed into charging infrastructure, battery manufacturing, mass supply chain and logistics solutions. He has keen interest and expertise in the areas of E.V. Manufacturing and Renewable Energy Sector. Initially he was appointed as director on July 01,2022 and further he resigned on October 03,2022.
He was further re-appointed as an Additional director in category of Non-Executive -Non-Independent Director in the Board Meeting dated June 27 ,2023. In 37th AGM of the Company his appointment was regularised by the Members of the Company and was appointed as Non-Executive, Non-Independent Director and he is liable to be retire by Rotation.
Mr. Lalit Vithhal Waankhede (DIN-00556938) has completed his B.tech & LCA from Indian Institute of Technology, Mumbai, a professional Engineer since 28 years in the field of in Design, Development, Techno Commercial Operations & General Management. Having competence in proven record of accomplishment of handling green field project and establishing independent profit centre for Multinational Company from scratch. He was appointed as a director in category of Non- Executive, Non- Independent Director in the Company with effect from January 25, 2024 and he is liable to be retire by Rotation.
Mr. Sachin Shivaji Wagh (DIN- 01056774) has completed his MBA in Finance from Maharashtra having experience of 26 years in the field of He has an experience in the field of Finance and business management. He has a vast experience of raising the funds of Working Capital Finance, Project Term loans etc. He was appointed as a director in category of Non- Executive, Independent Director in the Company for a period of 5 Years with effect from January 25, 2024.
Following changes were made in the Board of the Company after the end of Financial Year:-
1. Mr. Arif Rajjak Sayyad, was appointed as Additional Director under the category of Non-Executive, Non-Independent Director of the Company w.e.f. 13.08.2024. However, pursuant to section 161(1) of Companies Act, 2013 the Additional Director could hold office only upto the ensuing annual general meeting or the last date on which the annual general meeting should have been held (in our case it is 30.09.2024), whichever is earlier. Further, the Company has been granted extension of AGM from the Registrar of Companies to hold AGM and hence the tenure of Mr. Arif Rajjak Sayyad ceased on September 30, 2024 after closure of business hours. On the recommendation of the Nomination & Remuneration Committee, the Board had considered and appointed Mr. Arif Rajjak Sayyad, as an Additional Director of the Company with effect from October 01, 2024 under the Category of Non-Executive Non -Independent Director and he is liable to be retire by Rotation.
2. Mr.Ajay Ramkrishna Shukla, was appointed as Additional Director under the category of Non-Executive, Independent Director of the Company w.e.f. 13.08.2024.However, pursuant to section 161(1) of Companies Act, 2013 the Additional Director could hold office only upto the ensuing annual general meeting or the last date on which the annual general meeting should have been held (in our case it is 30.09.2024), whichever is earlier. Further, the Company has been granted extension of AGM from the Registrar of Companies to hold AGM and hence the tenure of Mr. Ajay Ramkrishna Shukla will ceased on September 30, 2024 after closure of business hours. On the recommendation of the Nomination & Remuneration Committee, the Board had considered and appointed Mr. Ajay Ramkrishna Shukla as an Additional Director of the Company with effect from October 01, 2024 under the Category of Independent Director for the second term of 5 years and the Company has hereby sought the approval from shareholders (resolutions set out in the Notice of AGM) to regularize their appointment.
3. Mr. Jayesh Raichandbhai Thakkar was appointed as an Additonal Director of the Company under the category of Executive Director with effect from November 07, 2024 and the Company has hereby sought the approval from shareholders (resolutions set out in the Notice of AGM) to regularize their appointment.
4. Mr. Jayesh Raichanbhai Thakkar (DIN: 01631093) as a Managing Director of the Company, for a period of 3 (three) years with effect from November 07 ,2024 to November 06, 2027, on such terms and conditions as set out in the Explanatory Statement annexed to the Notice of AGM
H CHANGES IN DIRECTOR
During the year there were following change in Board Composition:
Mr. Harit Gopalbhai Shah (DIN: 06975567) was appointed as a director in the category of Non-Executive, NonIndependent Director of your Company w.e.f. June 27, 2023. His appointment was approved by the shareholders by passing ordinary resolution in the Annual General Meeting held on September 30, 2023.
Mr. Dinesh Kumar Sinha (DIN: 10322097) was appointed as an additional director in the Board Meeting held on October 26, 2023 in the category of Non-Executive, Independent Director of your Company and whose appointment was further regularised by the shareholders of the Company by passing a resolution through Postal Ballot on January 25, 2024.
Mr. Kavit Jayeshbhai Thakkar (DIN-06576294) had tendered his resignation from the post of Managing Director of the company from 26th October,2023 due to some other Professional Commitments however he continues to be the Director and CEO of the Company.
Mr. Jayesh Vimal Chellani (DIN-08453809) had tendered his resignation from the directorship of the Company with effect from his Resignation Letter dated December 23, 2023 due to some other Professional Commitments.
Mr.Lalit Vitthal Waankhede (DIN: 00556938) was appointed as a Director in the category of Non-Executive, Non-Independent of your Company w.e.f. January 25, 2024. His appointment was approved by the shareholders by passing a resolution through Postal Ballot on January 25, 2024.
Mr. Sachin Shivaji Wagh (DIN: 01056774) was appointed as a director in the category of Non-Executive, Independent of your Company w.e.f. January 25, 2024. His appointment was approved by the shareholders by passing a resolution through Postal Ballot on January 25, 2024.
12. RETIREMENT OF DIRECTOR BY ROTATION
In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of the Company, Mr. Darshankumar Jitendra Shah (DIN: 0 8 687729) is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for re-appointment.
13. DECLARATION FROM INDEPENDENT DIRECTORS
Pursuant to the provisions of Section 149 of the Companies Act, 2013, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. There has been no change in the circumstances affecting their status of Independent Directors of the Company. The Board is of the opinion that all the Independent Directors appointed are of integrity and possess the requisite expertise and experience (including the proficiency). In terms of Regulation 25(8) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, they have confirmed that they are not aware of any circumstances or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the declarations received from the Independent Directors, the Board has confirmed that they meet the criteria of independence as mentioned under Regulation 16(1)(b) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and that they are independent of the management.
14. COMMITTEES OF BOARD
Details of various committees constituted by the Board, including the committees mandated pursuant to the applicable provisions of the Act and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, are given in the Corporate Governance Report, which forms part of this Annual Report.
15. BOARD EVALUATION
Pursuant to the Provisions of Section 134, 178 and Schedule IV of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board has continued to adopt formal mechanism for evaluating its own performance as well as that of its Committees and individual Directors. The exercise has been carried out through a structured evaluation process covering various aspects of the functioning of the Board, such as composition of the Board and Committees, effectiveness of Board process, information and functioning, experience and competencies, performance of specific duties and obligations, governance issues etc. A separate exercise was carried out to evaluate the performance of individual Directors on the basis of questionnaire containing criteria such as level of participation by individual directors, independent judgement by the Director, understanding of the Company’s business, etc.
The evaluation of the Independent Directors was carried out by the entire Board excluding the Director being evaluated and that of the Non-Independent Directors were carried out by the Independent Directors in their separate meeting. The outcome of the performance evaluation as carried out on the basis of the above mechanism was noted to be satisfactory and it also reflected the commitment of the Board members and its Committees to the Company.
16. DIRECTOR’S RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, the Board, to the best of their knowledge and based on the information and explanations received from your Company, confirm that:
1. In the preparation of the annual financial statements, the applicable accounting standards have been followed and there are no material departures;
2. Such accounting policies have been selected and applied consistently and judgement and estimates have been 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;
3. Proper and sufficient care has been taken 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 fraud and other irregularities;
4. The annual financial statements have been prepared on a going concern basis;
5. Proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;
6. Proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
17. CORPORATE SOCIAL RESPONSIBILITY (CSR)
As per section 135 of Companies Act 2013, Corporate Social Responsibility is applicable to Companies having
1. Turnover of Rupees 1000 Crore or more, or
2. Having Net Worth of Rupees 500 Crore or more, or
3. Having Net Profit of Rupees 5 Crore or more.
Company does not fulfil any of the above criteria therefore provisions for Corporate Social Responsibility doesn’t apply to Mercury EV-Tech Limited.
18. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013.
Your Company has Zero tolerance for sexual harassment at its workplace. Your Company is committed to provide and promote safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees. No cases have been files under the Act as the Company is keeping the working environment healthy. The Company is committed to creating and maintaining an atmosphere in which employees can work together, without fear of sexual harassment, exploitation or intimidation. Every employee is made aware that the Company is strongly opposed to sexual harassment and that such behaviour is prohibited both by law.
19. CORPORATE GOVERNANCE REPORT
The Report on Corporate Governance as required under Regulation 34 read with Schedule V of the SEBI Listing Regulations, 2015, forms part of this Annual Report.
The certificate from Practicing Company Secretaries required as per the aforesaid Schedule V, confirming compliance with the conditions of Corporate Governance as stipulated under the SEBI Listing Regulations, 2015 is attached to the Report on Corporate Governance as Annexure-B
20. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
According to Regulation 34(2)(f) of SEBI (Listing Obligation Disclosure Requirement), Business Responsibility and Sustainability Report is mandatory for Top 1000 Listed Companies According to Market Capitalization.
Mercury EV-Tech Limited doesn’t fulfil the above criteria therefore Business Responsibility and Sustainability Report is not applicable to the company.
21. SEBI COMPLAINTS REDRESS SYSTEM (SCORES) :
The investor complaints are processed in a centralised web-based complaints redress system. The salient features of this system are: Centralised database of all complaints, online upload of Action Taken Reports (ATRs) by concerned companies and online viewing by investors of actions taken on the complaint and its current status.
22. TRANSACTIONS WITH RELATED PARTY
During the financial year 2023-24, there have been no material significant related party transactions that may have potential conflict with the interest of the Company at large, hence AOC-2 is not applicable in terms of Section 188 of the Companies Act, 2013.
21 DISPUTE RESOLUTION MECHANISM (SMART ODR):
In order to strengthen the dispute resolution mechanism for all disputes between a listed company and/or registrars & transfer agents and its shareholder(s)/investor(s), SEBI had issued a Standard Operating Procedure ('SOP') vide Circular dated 30 May 2022. As per this Circular, shareholder(s)/ investor(s) can opt for Stock Exchange Arbitration Mechanism for resolution of their disputes against the Company or its RTA. Further, SEBI vide Circular dated 31 July 2023 (updated as on 20 December 2023), introduced the Online Dispute Resolution (ODR) Portal. Through this ODR portal, the aggrieved party can initiate the mechanism, after exercising the primary options to resolve its issue, directly with the Company and through the SEBI Complaint Redress System (SCORES) platform. The Company has complied with the above circulars and the same are available at the website of the Company.
24. ANNUAL RETURN
Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31, 2024 prepared in accordance with Section 92(3) of the Act is made available on the website of your Company and can be assessed using the link https:/ /www.mercurymetals.in/
25. PARTICULARS OF VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS:-
During the Financial period under review, there were no instances of any one-time settlement against loans taken from Banks or Financial Institutions.
26. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an adequate system of internal controls, with documented procedures covering all corporate functions. Internal controls provide reasonable assurance regarding the effectiveness and efficiency of operations, the adequacy of safeguards for assets, the reliability of financial controls, and compliance with applicable laws and regulations. The internal audit process provides positive assurance. It converges the process framework, risk and control matrix and a scoring matrix, covering all critical and important functions inter alia revenue management, purchase, finance, human resources and safety.
A framework for each functional area is identified based on risk assessment and control, while allowing the unit to identify and mitigate high-risk areas.
These policies and procedures are updated periodically and monitored by the Internal Audit. Internal controls are reviewed through the periodical internal audit process under the direction of the Internal Auditor. These reviews focus on:
• Compliance with defined policies and processes and applicable statutes
• Safeguarding tangible and intangible assets
• Identification of weaknesses and improvement areas
• Managing risk environment, including operational, financial, social and regulatory risks
• Conformity with the Code of Conduct
The Company’s Audit Committee oversees the adequacy of the internal control through periodic reviews of audit findings as also of the resolution mechanism for critical audit issues. The statutory auditors have opined in their report that in all material respects, an internal financial controls with reference to financial statements of the company and such internal financial controls over financial reporting were operating effectively as at March 31, 2024, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control.
27. AUDITORS & THEIR REPORT
(i) STATUTORY AUDITORS & AUDITORS REPORT
Pursuant to Section 139 of the Companies Act, 2013 read with rules made thereunder, as amended, M/s. M Sahu & Co, Chartered Accountants (Firm Registration No. 130001W), were appointed as the Statutory Auditors of your Company for the term of five years till the conclusion of 41st Annual General Meeting (AGM) to be held in the year 2027. In accordance with the provisions of the Act, the appointment of Statutory Auditors is not required to be ratified at every AGM.
The Statutory Auditors have confirmed that they are not disqualified to continue as Statutory Auditors and are eligible to hold office as Statutory Auditors of your Company. Representative of the Statutory Auditors of your Company attended the previous AGM of your Company.
The Notes to the financial statements referred in the Auditors’ Report are self-explanatory. The Auditor’s Report is enclosed with the financial statements forming part of this Annual Report.
(ii) SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, the Board had appointed M/s. Vishwas Sharma & Associates, Practicing Company Secretaries (Membership Number:- F12606 and COP Number:- 16942 as a Secretarial Auditor, to undertake the Secretarial Audit of your Company for the FY 2023-24 The Secretarial Audit Report for the year under review is provided as Annexure-C of this report.
The qualifications, reservations or adverse remarks mentioned in the said report along with the response provided
bv the Management are as follows:-
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Sr.
No.
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Observations / Remarks of the Practicing Company Secretary
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Management Response
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1.
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The Company has made delay in filing e-form MGT-14 under Section 117, e-form DIR-12 under Rule 8 of Companies (Appointment and Qualification of Directors) Rules 2014, e-form CHG-1 under section 77 of the Companies Act, 2013 and e-form DPT-3 pursuant to rule 16 of the Companies (Acceptance of Deposits) Rules, 2014 for the F.Y. 2023-24 within prescribed time under the Act.
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The Board of Directors of the Company would like to clarify that the Company had filed the forms with additional fees.
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2.
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The Company has submitted Related Party Transactions in XBRL Mode with 1 day of Delay for the half year ended on September 2023.
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The Management informed that the said error was due to technical glitch in uploading the XBRL report in the Stock Exchange's Website. However, the Company has paid the fine imposed by BSE Limited on February 13, 2024.
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3.
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The Company failed to appoint a new Independent Director within stipulated time period on casual vacancy caused due to resignation of Mr. Jayesh Vimal Chellani (DIN: -08453809) on December 23, 2023 and hence violated the Regulation 17(1) of the SEBI (LODR) Regulation, 2015. The Exchanges (i.e BSE Limited) has imposed fine of Rs.45,000/- respectively on the Company on May 22, 2024 i.e. after the review period.
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The management informed that the board of directors vide their meeting held on April 01, 2024 appointed Ms. Mansi Jain, Non-promoter & Non-executive director as a Chairperson of the Company, hence the Company has complied with said regulation. Further, the Company is in process to pay the amount of penalty levied by the BSE Limited and the Company will be more cautious in future while complying applicable SEBI (LODR) Regulation 2015.
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(iii) COST AUDITOR
The provisions of cost audit are not applicable to the Company
(iv) 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
28. SECRETARIAL STANDARDS
During the year under review, your Company has complied with all the applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India.
29. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Since there was no unpaid/unclaimed Dividend declared and paid in previous year, the provisions of Section 125 of the Companies Act, 2013 is not applicable to the Company.
30. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016.
During the year under Review, neither any application was made nor any proceedings were pending under Insolvency and Bankruptcy Code, 2016.
31. 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
32. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
Pursuant to the provisions of Section 177(9) & (10) of the Act and Regulation 22 of the SEBI (LODR) Regulations, 2015, a Vigil Mechanism/Whistle Blower Policy for directors, employees and other stakeholders to report genuine concerns has been established. The same is uploaded on the website of the Company.
33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Information related to conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 and Rule 8(3) of Companies (Accounts) Rules, 2014 is annexed herewith as Annexure - ‘D’ and forms a part of this Report.
34. CODE OF CONDUCT
The Board of Directors has adopted the Code of Conduct and business principles for all the Board members including Executive/Non-Executive Directors, senior management and all the employees of the Company for conducting business in an ethical, efficient and transparent manner so as to meet its obligations to its shareholders and all other stakeholders.
35. CODE FOR PREVENTION OF INSIDER TRADING:
Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives (“Code”) as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in the Company’s shares and sharing Unpublished Price Sensitive Information (“UPSI”). The Code covers Company’s obligation to maintain a Structured Digital Database (“SDD”), mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. To increase awareness on the prevention of insider trading in the organisation and to help the Designated Persons to identify and fulfil their obligations, regular trainings have been imparted to all designated persons by the Company.
36. MATERIAL ORDERS PASSED BY REGULATORY/COURT
There were no significant and material orders passed by any regulators and/or courts and tribunals which may have the impact on the going concern status and company’s operations in future.
37. CODE FOR PREVENTION OF INSIDER TRADING:
Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives ("Code") as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in the Company's shares and sharing Unpublished Price Sensitive Information ("UPSI"). The Code covers Company's obligation to maintain a structured digital database ("SDD"), mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. To increase awareness on the prevention of insider trading in the organisation and to help the Designated Persons to identify and fulfil their obligations, regular trainings have been imparted to all designated persons by the Company.
38. FRAUD REPORTING
No fraud has been reported by the auditor under Section 143(12) of the Companies Act, 2013 to the Audit Committee of the Board.
39. MANAGERIAL REMUNERATION
Disclosures pursuant to Sec on 197(12) of The Companies Act, 2013 read with Rule 5(1), 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed herewith as per Annexure-E.
40. SUBSIDIARIES, JOINT VENTURES, ASSOCIATE COMPANIES AND LLPS ETC.
Following are the subsidiary Company of Mercury EV-Tech Limited as on March 31, 2024: -
> Powermetz Energy Private Limited
> EV-Nest Private Limited
The annual accounts of Subsidiary Companies are available for inspection by any Member at the registered office of the Company and interested Member may obtain it by writing to the Company Secretary of the Company.
During the year under review, Powermetz Energy Private Limited has been identified as Material Subsidiary in accordance with Regulation 16 of Listing Regulations.
The Financial Information of the Subsidary Companies as required pursuant to section 129(3) of the Companies Act, 2013 read with applicable provisions of Companies (Account) Rules 2014 is set out in Form No. AOC-1 is annexed as an Annexure-F to this report.
Scheme of Arrangement is filled between EV NEST PRIVATE LIMITED (Transferor Company) and MERCURY EV-TECH LIMITED (Transferee Company) before the national company law tribunal bench at Ahmedabad which was admitted on March 29th, 2024
EV NEST PRIVATE LIMITED (Transferor Company) a company incorporated under the provisions of Companies Act, 1956 (CIN: U45209GJ2015PTC083192) and having its Registered Office at 902, Galav Chambers Sayajigunj Baroda Vadodara GJ 390020, in the State of Gujarat.
In the above scheme of arrangement All the assets and liabilities of the Transferor Company transferred to and vested in the Transferee Company pursuant to this Scheme shall be recorded in the books of accounts of the Transferee Company and following are synergies of the scheme
Ý Synergies of operations, inter alia, optimization of supply and distribution network and costs;
Ý Integration of business thereby providing impetus to the overall growth;
Ý Concentrated management focus and improved organizational capability;
Ý Integrated, rationalised and streamlined management structure of the merged business;
Ý Strengthening of financial position with increased capital base.
Ý Facilitate inter transfer of resources and optimum utilisation of assets;
Ý Pooling of Human talent in terms of Manpower, Management, Administration and marketing to result in saving of costs;
Ý Avoiding duplication of administrative functions, reduction in multiplicity of legal and regulatory compliances;
Ý Synchronizing of efforts to achieve uniform corporate policy.
41 POLICY ON DIRECTOR’S APPOINTMENT & REMUNERATION
Your Company’s policy on Directors’ appointment and remuneration and other matters (“Remuneration Policy”) pursuant to Section 178(3) of the Act is available on the website of your Company at https:// www.mercurymetals.in/
The Remuneration Policy for selection of Directors and determining Directors’ independence sets out the guiding principles for the Nomination and Remuneration Committee for identifying the persons who are qualified to become the
Directors. Your Company’s Remuneration Policy is directed towards rewarding performance based on review of achievements. The Remuneration Policy is in consonance with existing industry practice.
We affirm that the remuneration paid to the Directors is as per the terms laid out in the Remuneration Policy of the Company.
42. LISTING OF SECURITIES:-
The equity shares of the Company are listed on BSE Limited with the scrip code 531357 and ISIN for equity shares being INE763M01028.
The Company confirms that the Annual Listing fees has been paid to Stock Exchange for FY 2024-25.
43. MATERIAL CHANGES AFTER END OF FINANCIAL YEAR
After the end of Financial Year 2023-24, the following are the material changes: -
1. On 13.04.2024, the Board of the Company approved acquisition of 65% stake in Altius EV Tech Pvt Limited at a price of Rs. 10/- per equity share.
2. On 08.05.2024, the Board of the Company approved acquisition of 65% stake in Traclaxx Tractors Private Limited at a price of Rs. 10/- per equity share.
ACKNOWLEDGMENT
Your directors are highly grateful for all the guidance, support and assistance received from the Government of India, Governments of various states in India, concerned Government departments, Financial Institutions and Banks. Your directors thank all the esteemed shareholders, customers, suppliers and business associates for their faith, trust and confidence reposed in your Company.
Efforts and consistent contribution made by the employees at all levels, to ensure that your Company continues to grow and excel.
For and On Behalf of Board Of Directors
Mercury EV-Tech Limited
Sd/-
Ms. Manshi Jain Date- November 07, 2024
Chairperson Place -Vadodara
DIN - 09533465
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