Mercury Metals Ltd Directors Report.

To,

THE MEMBERS,

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

1. FINANCIAL PERFORMANCE/HIGHLIGHTS:

During the year under review, the Company has incurred loss of Rs. 13.66 Lac. However, your Directors look forward to improve the financial position of the Company and are optimistic about the future growth and performance of the Company.

The summarized financial results of the Company for the period ended 31st March, 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 COMPANYS FINANCIAL PERFORMANCE:

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

Your directors are confident and optimistic of achieving upward growth and achieving much 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 March, 2020, 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 the Companies 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 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.

7. 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 these financial statements relate 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 impact on the going concern status and the Companys operations in future.

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

The Company does not have any Risk Management Policy as the elements of risk threatening the Companys existence are very minimal.

10. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING 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 development or import substitution: None

III. in case of imported technology (imported during the last three years reckoned 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 the reasons thereof: 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 SOCIAL RESPONSIBILITY INITIATIVES

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

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

During the year, the Company has not given any loan, guarantee or provided security in connection with the loan to any other body corporate or person or made any investments hence no particulars of the loans, guarantees or investments falling under the provisions of 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 falling under the purview of Section 188 of the Companies Act, 2013.

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a 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 of Directors of the Company.

ii. RETIREMENT BY ROTATION

In accordance with the provisions of section 152[6] of the Act and in terms of Articles of Association of the Company, Mr. RADHESHYAM LALURAM KABRA (DIN: 00005997] being liable to retire by rotation, shall retire at the ensuing Annual General Meeting and being eligible, 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 Financial Officer and Birva H. Patel, Company Secretary are the Key Managerial Personnel as per the provisions 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 business policies, strategies, financial matters and other businesses.

During the year under review, the Board duly met Five (5] times on 10/05/2019, 14/08/2019, 13/11/2019, 19/12/2019 and 13/02/2020, in respect of said meetings proper notices were given and proceedings were properly recorded and signed in the Minute Book maintained for the purpose.

v. 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 members 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.

vi. DECLARATIONS BY INDEPENDENT DIRECTORS & THEIR SEPARATE MEETING

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.

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

15. 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, 2019, 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, 2020 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.

16. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE:

Pursuant to the provisions of section 177(8] of the Companies Act, 2013, the Board hereby 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 the Board of Directors of the Company. Further during the period under review, the Board of Directors of the Company had accepted all the recommendations of the Committee.

During the financial year ended on 31st March 2020, the Audit Committee met Four 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 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 Companys 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

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 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration 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 October, 2019.

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 Investors grievances/ Complaints:

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

There were no pending requests for share transfer/dematerialisation of shares as of 31st March 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 OF THE COMPANY

The Company has not developed and implemented any risk management policy as the risk threatening 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 to Financial Statements. The Board has inter alia reviewed the adequacy and effectiveness of the Companys internal financial controls relating to its financial statements.

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

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 the company in the AGM held on 30th July 2018 to hold the office till the conclusion of the Annual General Meeting to be held in the calendar year 2019. The board of Directors of the company has recommended their appointment as statutory auditor of the company for a period of 4 (Four) years i.e. from 33rd Annual General Meeting to 37th Annual General Meeting of the Company to be held in the year 2023 at such remuneration as may be mutually agreed between the Board of Directors of the Company and the Statutory Auditors.

The Consent of Ambalal Patel & 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. 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 period ended 31st March 2020 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 Nikhil Suchak & Associates, Company Secretaries had been appointed to issue Secretarial Audit Report for the period ended on 31st March 2020.

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

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

a) Non-Compliance of regulations under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding filing of Outcome of Board 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 directors meeting within the stipulated time limit of 30 minutes as per regulations 30 under Securities 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 the Companies Act, 2013 read with the Companies (Cost Records and Audit] Amendment Rules, 2014, 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 Rule 12 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 rule 5(1] of the Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014 is provided in the Report and marked as Annexure-"D". 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.

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 Corporate Governance Report and it is also further provided that if the Company is not having the paid up share capital exceeding Rs. 10 crores and Net worth exceeding Rs. 25 crores, the said provisions are not applicable. As our Company does not have the paid up share capital exceeding Rs. 10 crores and Net worth exceeding Rs. 25 crores , the Corporate Governance Report is not applicable and therefore not provided by the Board.

27. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

The Managements 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-E to this report.

28. FINANCIAL CALENDAR

The Company expects to announce the unaudited/audited quarterly results for the year 2019-20 as per the following schedule:

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

ACKNOWLEDGEMENTS

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.

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