To,
The Members of
ROSE MERC LIMITED
Your directors have the pleasure in presenting the Thirty Ninth Director Report of your
Company together with the Audited Financial Statement for the year ended 31st March, 2023.
FINANCIAL HIGHLIGHTS
(in Lakhs)
| Particulars |
2022-23 |
2021-22 |
| Revenue from operations - - |
128.18 |
- |
| Other Income |
16.19 |
31.57 |
| Total Income |
144.37 |
31.57 |
| Operating expenditure |
159.61 |
52.31 |
| Earnings before interest, tax, depreciation and amortization (EBITDA) |
(15.77) |
60.92 |
| Less: Finance costs |
0.27 |
8.61 |
| Depreciation and amortization expense |
- |
- |
| Profit before tax |
(15.51) |
(29.35) |
| Less: Tax expense |
- |
- |
| Profit for the year (PAT) |
(15.50) |
(29.35) |
COMPANY’S FINANCIAL PERFORMANCE
In the financial year 2022-23, the Company has generated the revenue from sale of
products and services. The turnover of the Company is INR 128.18 Lakhs during the FY
2022-23 as against NIL Turnover during the previous year. The Company has earned total
income of Rs. 144.37 Lakhs as against total income of Rs. 31.57 Lakhs of previous year.
The Profit before tax of the Company for the financial year 2022-23 stood at Loss of Rs.
(15.50)Lakhs as against that of Rs. (29.35)Lakhs for previous year and Net Profit/Loss
After Tax is Rs. (15.50) Lakhs for the financial year 2022-23 as against loss of Rs.
(29.35) Lakhs for the previous financial year. A detailed analysis on the Company's
performance is included in the "Management's Discussion and Analysis Report",
which forms part of this Report.
CHANGE IN NATURE OF BUSINESS
During the year under review, company has added various activities including trading in
all kinds of products and services to its business or object in the Annual General
Meeting. The Company is in the process of further amending the objects to include sports
related events in the main business.
DIVIDEND
Considering the financial requirement for business growth and debt servicing, your
Directors do not propose any dividend for the year ended March 31, 2023.
AMOUNT TRANSFERRED TO RESERVE:
During the year, the Company has not appropriated any amount to other reserve. The loss
incurred during the year has been adjusted against the carry forward credit balance of
Profit and Loss account.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
The provisions of Section 125(2) of Companies Act, 2013 do not apply as there is no
unpaid dividend accounts appeared in balance sheet as on March 31, 2023.
HOLDING/SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANY
As on March 31, 2023 the Company does not have any Holding, Subsidiary, Associate and
Joint Venture Company.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
CONSTITUTION OF BOARD:
The Board of the Company comprises Seven Directors out of which one is Promoter -
Executive Director, one Executive Director, three are Non-Promoter - Independent Director
and two are Non-promoter Non-Executive Directors ..
In accordance with the provisions of section 149, 152 & Article of Association of
the Company and other applicable provisions of the Companies Act, 2013, one third of the
of Directors are liable to retire by rotation, shall retire every year and, if eligible,
offer themselves for re-appointment at every AGM. Consequently Mr. Kirti Savla, Director
of the Company is liable to retire by rotation in the forthcoming Annual General Meeting
and being eligible, offers himself for re-appointment. The Board recommends his
re-appointment for the consideration of Members of the Company at the ensuing Annual
General Meeting. He is not debarred from holding the office of director by virtue of any
SEBI order or any other such authority.
The relevant details, as required under Regulation 36(3) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), of
the person seeking re-appointment as Director are also annexed to the Notice convening the
annual general meeting.
Mr. Kirti Savla, Managing Director of the company is not holding position as an
Independent Director in any listed company and none of the Director of the Company is
holding position as Independent Director in more than 7 Listed Companies. Further, none of
the Directors of the Company is disqualified for being appointed as Director as specified
in Section 164 (2) of the Companies Act, 2013.
The details of Directors being recommended for appointment as required under the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 are contained in the
accompanying Notice convening the ensuing Annual General Meeting of the Company.
Appropriate Resolution(s) seeking your approval to the appointment of Directors are also
included in the Notice.
During the year under review, there is change in the Board of Directors & KMP of
the Company as follow:
1. Regularisation of Additional Director, Mr. Nooruddin Mohammed Shaikh (DIN:
09660481), by appointing him as Executive Director of the company and Appointment of Mr,
Shekhar Mennon (DIN:02262964) as an Independent Director of the Company w.e.f. February
29,2022.
2. In accordance with Section 149 of the Companies Act, 2013, company has appointed
Mrs. Vaishali Parkar Kumar (DIN: 09159108) as an additional Director of the company and
appointed Mr. Purvesh Krishna Shelatkar (DIN: 09838204) and Mr. Sonu Surjit Vasan (DIN:
09133175) as an independent director of the company w.e.f. January 25, 2023.
3. In accordance with Section 168 of the Companies Act, 2013, company has received the
resignation letter from Mr. Gopal Hareshbhai Shah (DIN: 07962196) for resignation , from
the post of Independent Director of the Company w.e.f. January 25, 2023.
4. In accordance with Section 168 of the Companies Act, 2013, company has received the
resignation letter from Mrs. Pooja Shah (DIN: 07502838) for resignation ,from the post of
Independent Director of the company w.e.f. February 13, 2023.
5. In accordance with Section 168 of the Companies Act, 2013, company has received the
resignation letter from Mr. Mayur Rajendrabhai Parikh (DIN: 00005646) for resignation from
the post of Independent Director of the company w.e.f. February 24, 2023.
6. In accordance with Section 149 of the Companies Act, 2013, company has appointed Mr.
Vivek Shankar Parulkar (DIN: 10064277) as an additional (executive) director of the
company w.e.f. March 03, 2023.
The Board has appointed the following as Additional Directors after the financial year
end-
1. Mr. Uday Tardalkar (DIN: 00205409) as an Additional Independent Director w.e.f.
19/06/2023
2. Mr. Omprakash Brijnath Singh (DIN: 07204004) as Additional Independent Director
w.e.f. 19/06/2023
3. Mr. Avinash Madhav Sonawane (DIN: 10101936) as Additional Independent Director
w.e.f. 13/04/2023
The Board recommends regularization of the following Directors at the ensuing Annual
General Meeting-
1. Ms. Vaishali Parkar Kumar (DIN: 09159108) as a Non-Executive Director
2. Mr. Avinash Madhav Sonawane (DIN: 10101936) as an Independent Director
3. Mr. Omprakash Brijnath Singh (DIN: 07204004) as an Independent Director
4. Mr. Uday Tardalkar (DIN: 00205409) as an Independent Director
The table below provides the composition of the Board and Key Managerial Personnel for
the Financial Year 2022-23, their attendance at Board meetings & AGM and number of
directorship, chairmanship/membership in committee across companies in which he/she is
Director are as follow:
| Name of the Director |
Designation |
No. of Directorshi P Held in all
the comPanies as on 31.03.2023# |
No. of committees of which Member(M)/
Chairman(C) * as on 31.03.2023# |
Board meeting attended in F.Y. 2022-2023 |
Attendanc e at the last AGM |
No. of Shares held & % holding (of the ComPany ) |
| Mr. Kirti Savla Managing Director |
Managing Director |
1 |
- |
14 |
Yes |
7200 Equity Shares (0.72%) |
| Mr. Nooruddin Shaikh |
Executive Director |
1 |
Member of Audit Committee and SRC |
10 |
Yes |
- |
| Mr. Shekhar Mennon |
Independent Director |
3 |
Chairperson of SRC and Member of Audit Committee |
7 |
No |
- |
| Mr. Sonu Surjit Vasan |
Independen t Director |
1 |
- |
4 |
No |
- |
| Mr. Purvesh Shelatkar |
Independen t Director |
1 |
Chairperson of Audit Committee Member of SRC |
4 |
No |
- |
| Mr.Vivek Parulkar |
Additional Director |
1 |
- |
1 |
No |
- |
| Mrs. Vaishali Parkar Kumar |
Additional Director |
1 |
- |
4 |
No |
4,20,000 Equity Shares (19.85%) |
*Committee includes Audit Committee and Stakeholders Grievances & Relationship
Committee as provided in SEBI (LODR) Regulations, 2015.
# For calculating Number of Directorship and number of Committees in which directors
are member/ Chairman it include Rose Merc Ltd. This excludes Directorships held in Indian
Private Limited companies, Foreign Companies and Companies registered under Section 8 of
the Companies Act, 2013.
@ Mrs. Vaishali Parkar Kumar as an additional Director of the company and appointed Mr.
Purvesh Krishna Shelatkar and Mr. Sonu Surjit Vasan as an independent director of the
company w.e.f. January 25, 2023.
@ Mr. Vivek Shankar Parulkar as an additional (executive) director of the company
w.e.f. March 03, 2023
Mr. Monil Shah is the Company Secretary and Chief Financial Officer is designated as
Key Managerial Personnel of the Company pursuant to Section 203 of the Companies Act,
2013. He has resigned w.e.f. 4th April, 2023. Ms. Mahashweta Pamnani has been
appointed as Company Secretary and Compliance officer of the Company w.e.f. 6th
April, 2023 and Mr. Anant More has been appointed as Chief Financial Officer of the
Company w.e.f. 6th April, 2023.
The company fulfils the requirements related to the provision of composition of Board
specified under the Companies Act, 2013. Further, in pursuance of Regulation 15(2) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"), the Company is exempted from complying with the requirement of having
composition of Board as per Listing Regulations.
None of the Directors of Board is a member of more than ten Committees or Chairman of
more than five committees across all the public companies in which they are director as
per Regulation 26(1) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The necessary disclosures regarding committee positions have been made
by all the Directors.
NUMBER OF MEETING OF THE BOARD:
Regular meetings of the Board of Directors are held at least once in a quarter,
inter-alia, to review the quarterly results of the Company. Additional Board meetings are
convened, as and when requires for discussing and deciding on various business policies,
strategies and other businesses. The Board meetings are generally held at registered
office of the Company.
During the year under review, Board of Directors of the Company met 14(Fourteen) times-
1. May 11,2022,
2. May 26,2022,
3. June 21,2022,
4. July 07,2022,
5. June 17, 2022
6. August 13,2022,
7. September 01,2022,
8. September 21,2022,
9. November 10,2022, ,
10. January 25,2023,
11. February 13,2023,
12. February 24,2023,
13. March 03,2023,
14. March 10,2023.
During the year, the Board of Directors has not passed any resolutions through
circulation.
INDEPENDENT DIRECTORS:
In terms of Section 149 of the Companies Act, 2013 and rules made there under, the
Company has three NonPromoter Independent Directors in line with the Companies Act, 2013
during the year. A separate meeting of Independent Directors was held on March 31, 2023 to
review the performance of Non-Independent Directors and Board as whole and performance of
Chairperson of the Company including assessment of quality, quantity and timeliness of
flow of information between Company management and Board.
The Company has received necessary declaration from each independent director under
Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid
down in Section 149(6) of the Companies Act, 2013.
PERFORMANCE EVALUATION:
The Board of Directors has carried out an annual evaluation of its own performance,
board committees and individual directors pursuant to the provisions of the Act.
• The performance of the board was evaluated by the board, after seeking inputs
from all the directors, on the basis of the criteria such as the board composition and
structure, effectiveness of board processes, information and functioning etc.
• The performance of the committees was evaluated by the board after seeking
inputs from the committee members on the basis of the criteria such as the composition of
committees, effectiveness of committee meetings, etc
• The board and the nomination and remuneration committee reviewed the performance
of the individual directors on the basis of the criteria such as the contribution of the
individual director to the board and committee meetings like preparedness on the issues to
be discussed, meaningful and constructive contribution and inputs in meetings, etc. In
addition, the chairman was also evaluated on the key aspects of his role
DIRECTORS’ RESPONSIBILITY STATEMENT:
Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the
best of their knowledge and ability, confirm that:
a) In preparation of annual accounts for the year ended March 31, 2023, the applicable
accounting standards have been followed and that no material departures have been made
from the same;
b) The Directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year and of
the profit or loss of the Company for that year;
c) The Directors had taken proper and sufficient care 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;
d) The Directors had prepared the annual accounts for the year ended March 31, 2023 on
going concern basis.
e) The Directors had laid down the internal financial controls to be followed by the
Company and that such Internal Financial Controls are adequate and were operating
effectively; and
f) The Directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
COMMITTEES OF BOARD:
The Board of Directors, in line with the requirement of the act, has formed various
committees, details of which are given hereunder.
A. AUDIT COMMITTEE
The Company has formed audit committee in line with the provisions of Section 177 of
the Companies Act, 2013. Audit Committee meeting is generally held once in quarter for the
purpose of recommending the quarterly/half yearly/ yearly financial result and the gap
between two meetings did not exceed one hundred and twenty days. Additional meeting is
held for the purpose of reviewing the specific item included in terms of reference of the
Committee.
The composition of the Committee and the details of meetings attended by its members
are given below:
| Name of Director |
Designation |
| Mr. Purvesh Krishna Shelatkar |
Chairman |
| Mr. Nooruddin Mohammed Shaikh |
Member |
| Mr. Shekhar Mennon |
Member |
The Statutory Auditors of the Company are invited in the meeting of the Committee
wherever requires. Recommendations of Audit Committee have been accepted by the Board
wherever given.
VIGIL MECHANISM:
The Company has established a vigil mechanism and accordingly framed a Whistle Blower
Policy. The policy enables the employees to report to the management instances of
unethical behaviour, actual or suspected fraud or violation of Company's Code of Conduct.
Further the mechanism adopted by the Company encourages the Whistle Blower to report
genuine concerns or grievances and provide for adequate safe guards against victimization
of the Whistle Blower who avails of such mechanism and also provides for direct access to
the Chairman of the Audit Committee, in exceptional cases. The functioning of vigil
mechanism is reviewed by the Audit Committee from time to time. None of the Whistle
blowers has been denied access to the Audit Committee of the Board. The Whistle Blower
Policy of the Company is available at the registered office of the Company for inspection
of the Members of the Company.
B. NOMINATION AND REMUNERATION COMMITTEE:
The Company has formed Nomination and Remuneration committee in line with the
provisions of Section 178 of the Companies Act, 2013.
The composition of the Committee and the details of meetings attended by its members
are given below:
| Name Designation |
Designation |
| Mr. Purvesh Krishna Shelatkar |
Chairperson |
| Mr. Shekhar Mennon |
Member |
| Ms. Vaishali Parkar Kumar* |
Member |
* Mr. Sonu Vasan has been appointed as Member of the NRC w.e.f. 13/04/2023 in place of
Ms. Vaishali Parkar Kumar.
NOMINATION AND REMUNERATION POLICY:
In terms of Section 178(3) of the Companies Act, 2013 and provisions of the Securities
and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations,
2015, a policy on Director’s, Key Managerial Personnel and Senior Management
Employee’s appointment and remuneration including criteria for determining their
qualifications, positive attributes, independence and other prescribed matters was
formulated and recommended by the Nomination and Remuneration Committee and adopted by the
Board of Directors of the company.
C. STAKEHOLDER’S GRIEVANCE & RELATIONSHIP COMMITTEE:
The Company has constituted Stakeholder's Grievance & Relationship Committee mainly
to focus on the redressal of Shareholder's / Investor's Grievances, if any, like Transfer
/ Transmission / Demat of Shares; Loss of Share Certificates; Non-receipt of Annual
Report; Dividend Warrants; etc.
The composition of the Committee, as reconstituted on 13th April, 2023 is
given below:
| Name Designation |
Designation |
| Mr. Purvesh Krishna Shelatkar |
Chairperson |
| Mr. Shekhar Mennon |
Member |
| Ms. Vaishali Parkar Kumar |
Member |
D. ALLOTMENT COMMITTEE
The Company has constituted Allotment Committee mainly to delegate the powers of Board
to allot all types of securities.
The composition of the Committee is given below:
| Name Designation |
Designation |
| Mr. Nooruddin Mohammed Shaikh |
Chairperson |
| Mr. Purvesh Krishna Shelatkar |
Member |
| Mr. Shekhar Mennon |
Member |
PUBLIC DEPOSITS:
The Company has not accepted any deposits from Shareholders and Public falling within
the ambit of Section 73 to 76 (Chapter V of the companies Act, 2013) of the Companies Act,
2013 and rules made there under. There were no deposits, which were claimed and remained
unpaid by the Company as on March 31, 2023.
SHARE CAPITAL:
The Paid-up Equity Share Capital as March 31, 2023 stood at Rs. 211.60 Lakhs. During
the year under review, the company has issued the following -
• The company had allotted 10,92,000 Warrants convertible into Equity shares on 21st
September, 2022
• The company had allotted 10,83,000 Warrants convertible into Equity Shares on 26th
September, 2022
• The Company had allotted 2,83,000 Equity Shares pursuant to conversion of
Warrants on 26th December, 2022
• The Company had allotted 4,20,000 Equity Shares pursuant to conversion of
Warrants on 06th January, 2023
• The Company had allotted 2,83,000 Equity Shares pursuant to conversion of
Warrants on 13th January, 2023
LOANS, GUARANTEES AND INVESTMENTS U/S 186 OF THE COMPANIES ACT, 2013:
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 are given in the notes to the Financial Statement.
TRANSACTIONS WITH RELATED PARTIES:
All contracts, arrangements and transactions entered by the Company with related
parties during FY 2021-22 were in the ordinary course of business and on an arm’s
length basis.
During the year, the Company did not enter into any transaction, contract or
arrangement with related parties that could be considered material in accordance with the
Company’s policy on related party transactions. Accordingly, the disclosure of
related party transactions in Form AOC-2 is not applicable.
However detailed disclosure on related party transactions as per IND AS-24 containing
name of the related party and details of the transactions have been provided under
financial statements.
The Company has formulated a Policy on Related Party Transactions which is also
available on Company’s website at www.rosemerc.in. The Policy intends to ensure that
proper reporting, approval and disclosure processes are in place for all transactions
between the Company and Related Parties.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The details on Internal Financial Control and their adequacy are provided in
"Management Discussion and Analysis Report".
MATERIAL CHANGES AND COMMITMENTS:
There have been some material changes and commitments, which is, affecting the
financial position of the Company which have occurred between the end of the financial
year of the Company to which the financial statements relate and the date of the report.
1. Approval of new business plan for the company: Rose Merc Ltd. Plans to enter into
new business with e-commerce where the company plans to sell Rudraksha, gem stones, yantra
products related to astrology and other occult services. Further the company also plans to
start different kinds of occult services like Astrology, numerology, Tarot, handwriting
analysis, Vastu shatra and other occult services.
2. The registered office of the Company is shifted from Office No G-2, Ground Floor,
Part-A, Mangal Mahesh CHS, 14th Road Khar (West), Mumbai - 400052 Maharashtra to Office
No. 12, Priyadarshani Roj Bazar, Sector 10, Khanda Colony, Panvel- 410206, District
Raigad, Maharashtra
3. The registered office of the Company is shifted from one city to another city within
the jurisdiction of same Registrar of Companies (i.e. ROC Mumbai) from Office No:12,
Priyadarshani Roj Bazar Soc., Sector- 10, Khanda Colony, New Panvel (West) Mumbai-410206
Raigarh, Maharastra to Office no:15/B/4, New Sion CHS, Swami Vallabhdas Road, Opp SIES
College,Behind D Mart, Sion West, Mumbai 400022, Maharashtra, subject to approval of
members.
4. Approved signing of the E-Commerce Vendor Services Agreement, which will enable the
Company to sell Nutra Supplements Pvt Ltd's (https://www.nutrasupplements.in/) range of
high-quality Nutraceutical products. These products are specially formulated and used for
target groups, including sports persons, growing children, pregnant women, and individuals
over the age of 40 years. Currently, they are being used by sport institutions, army
institutes, fitness gyms, health clubs, tribal children schools, and celebrated and
accomplished National and International athletes. This agreement marks an exciting
development for the company in the field of nutraceuticals B2C business, and we look
forward to a successful partnership with Nutra Supplements Pvt Ltd.
5. Approved RML Employee Stock Option Plan, 2023 („RML ESOP 2023’)
recommended by the Compensation Committee
6. The Company has entered in to Share swap agreements with Bhakti World Radio
Broadcasting Private Limited, Fyopro Services Private Limited and Abaca Care Private
Limited
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS:
The existing internal financial controls are adequate and commensurate with the nature,
size, complexity of the Business and the Business Processes followed by the Company. The
Company has a well laid down framework for ensuring adequate internal controls over
financial reporting. During the year, such controls were tested and no reportable material
weakness in the design or operation was observed.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:
During the year in review, no significant and material orders were passed by the
regulators or courts or tribunals impacting the going concern status and Company’s
operations in future.
OTHER COMPANY/IES WHICH HAVE BECOME OR CEASED TO BE COMPANY’S SUBSIDIARIES, JOINT
VENTURES OR ASSOCIATE COMPANIES:
Not Applicable as the company has no subsidiaries, joint ventures or associates.
PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT
VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT:
The company has no subsidiary or associate company or any joint venture to be included
in the consolidated financial statement of the Company.
DISCLOSURE OF REMUNERATION:
The information required under section 197(12) of the Act read with rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given as
an Annexure - B.
EXTRACT OF ANNUAL RETURN:
The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013
and rule 12(1) of the Companies (Management and Administration) Rules, 2014, in Form MGT-9
is available on the website of the company i.e. www.rosemerc.in.
DISCLOSURE ABOUT CORPORATE SOCIAL RESPONSIBILITY:
As per the provisions of Section 135 read with the Section 198 of the Companies Act,
2013, there is no CSR obligation for the year 2022-23.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
To foster a positive workplace environment, free from harassment of any nature, we have
institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we
address complaints of sexual harassment at the all workplaces of the Company. Our policy
assures discretion and guarantees non retaliation to complainants. We follow a
gender-neutral approach in handling complaints of sexual harassment and we are compliant
with the law of the land where we operate.
During the year under review, there were no incidences of sexual harassment reported.
RISK MANAGEMENT:
A well-defined risk management mechanism covering the risk mapping and trend analysis,
risk exposure, potential impact and risk mitigation process is in place. The objective of
the mechanism is to minimize the impact of risks identified and taking advance actions to
mitigate it. The mechanism works on the principles of probability of occurrence and
impact, if triggered. A detailed exercise is being carried out to identify, evaluate,
monitor and manage both business and non business risks.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:
|
Particulars |
Reporting for the said financial year |
| A. |
Conservation of energy |
|
| i. |
Steps taken or impact on conservation of energy |
Wherever possible, the Company strives to curtail the energy consumption on a
continuous basis |
| ii. |
SteSteps taken for utilising alternate sources of energy Nil |
Nil |
| iii. |
Capital investment on energy conservation Equipments |
Not Applicable |
| B. |
TecTechnology absorption |
|
| i. |
I EffEfforts made towards technology |
Not Applicable absorption |
| ii. |
The The benefits derived like product improvement ,cost reduction, product development
or import substitution |
Not Applicable |
| iii. |
ImpImported technology (imported during last three years reckoned from the beginning
of the financial year) |
|
| a. |
the details of technology imported |
Not Applicable |
| b. |
the year of import |
Not Applicable |
| c. |
. whether the technology has been fully absorbed |
Not Applicable |
| d. |
If not fully absorbed, areas where absorption has not taken place, and the reasons
thereof |
Not Applicable |
| iv. |
Expenditure incurred on research and development |
Not Applicable |
| C. |
Foreign exchange earnings and outgo |
|
| a. |
The foreign exchange earned in terms of actual inflows during the year |
NIL |
| b. |
The foreign exchange outgo during the year in terms of actual outflow |
NIL |
CORPORATE GOVERNANCE:
Your Company strives to incorporate the appropriate standards for corporate governance
although the Company is not required to follow certain Regulations of Listing Regulations
as the Company is fulfilling the exemption criteria provided in Regulation 15(2) of the
Listing Regulation.
However, Company is complying with few of the exempted regulations voluntarily and
details of same are provided in this report under the respective heading
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report for the year under review, as stipulated
under Schedule V of the Listing Regulations, is presented in a separate section forming
part of this Annual Report.
STATUTORY AUDITOR AND THEIR REPORT:
M/s. BB Gusani & Associates, Chartered Accountants, is acting as Statutory Auditors
of Company till the conclusion of the 43rd AGM of the company.
The Auditor's Report for financial year 2022-23 is self-explanatory and does not
contain any qualification, reservation or adverse remark. The Auditor's Report is enclosed
with the financial statements in this Annual Report.
REPORTING OF FRAUD:
The Auditors of the Company have not reported any fraud as specified under Section
143(12) of the Companies Act, 2013.
SECRETARIAL AUDITOR:
The Company has appointed Mr. Deepak Rane, Practicing Company Secretary, to conduct the
secretarial audit of the Company for the financial year 2022-23, as required under Section
204 of the Companies Act, 2013 and Rules there under. The Secretarial Audit Report for the
financial year 2022-23 is annexed to this report as an Annexure -C.
EXPLANATION/ COMMENTS BY THE BOARD ON QUALIFICATION, RESERVATION OR ADVERSE REMARK OR
DISCLAIMER MADE IN AUDITORS’ REPORT AND SECRETARIAL AUDIT REPORT.
There are no qualifications, reservations or adverse remarks by the Statutory Auditors
of the Company.
The Secretarial Auditor has observed that the Company has not filed Declaration of
NonApplicability of Large Corporate Entity for Financial Year 2022-2023. The management
would like to state that the company is seeking support from BSE on the same for making
good the compliance.
COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company has complied with the Secretarial Standards on Meetings of the Board of
Directors and General Meetings issued by the Institute of Company Secretaries of India
(ICSI).
VARIATION OF FUNDS RAISED, IF ANY
There has not been any variation or deviation in utilization of funds from the objects
stated in the explanatory statement to the notice for the general meeting.
GENERAL DISCLOSURE:
Your Directors state that the Company has made disclosures in this report for the items
prescribed in section 134(3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014
and other applicable provisions of the act and listing regulations, to the extent the
transactions took place on those items during the year. Your Directors further state that
no disclosure or reporting is required in respect of the following items as there were no
transactions on these items during the year under review;
i. Issue of Equity Shares with differential rights as to dividend, voting or otherwise;
ii. Issue of shares (including sweat equity shares) to employees of the Company under
any scheme save and ESOS;
iii. Other compliances on Corporate Social Responsibility;
iv. There is no revision in the Board Report or Financial Statement;
v. Information on subsidiary, associate and joint venture companies.
vi. Cost records
vii. Details of application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year alongwith their status as at the end of
the financial year.
viii. Details of difference between amount of the valuation done at the time of one
time settlement and the valuation done while taking loan from the Banks or Financial
Institutions along with the reasons thereof
ACKNOWLEDGEMENT:
Your Directors wish to place on record their sincere appreciation for significant
contributions made by the employees at all levels through their dedication, hard work and
commitment, enabling the Company to achieve good performance during the year under review.
Your Directors also take this opportunity to place on record the valuable co-operation
and support extended by the banks, government, business associates and the shareholders
for their continued confidence reposed in the Company and look forward to having the same
support in all future endeavours.
For and on behalf of Board of Directors
Rose Merc Limited
Sd/-
Kirti Savla
Managing Director
(DIN:02003878)
Sd/-
Nooruddin Mohammed Shaikh Director
(DIN: 09660481)
Place: Mumbai
Date: 07/07/2023
Annexure - B
DISCLOSURE OF REMUNERATION
(pursuant to Section 197(12) read with Rule 5 of the Companies(Appointment and
Remuneration of Managerial Personnel) Rules, 2014 as amended)
A. Disclosures required with respect to Section 197(12) of the Companies Act, 2013 :
The ratio of remuneration of each of the Director to the employee’s remuneration
and such other details in terms of Section 197(12) of the Companies Act, 2013 read with
Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.
a) The ratio of remuneration of each director to the median remuneration of employees
of the company for the financial year:
| Name |
Designation |
Ratio against median employee’s remuneration |
| Mr. Kirti Savla |
Managing Director |
0:1 |
b) The Percentage increase in remuneration of each director, Chief Financial Officer,
Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:
| Name |
Designation |
Nature of Payment |
Increase |
| Mr. Kirti Savla |
Managing Director |
Remuneration |
N.A |
| Mr. Monil Shah |
Company Secretary & Compliance Officer and CFO |
Remuneration |
N.A |
c) The percentage increase in the median remuneration of employees in the financial
year: N.A
d) The number of permanent employees on the rolls of the Company as on March 31, 2023: 4
Employees
e) Comparison of the remuneration of the Key Managerial Personnel against the
performance of the company:
As the Company is in its nascent stage, the Key Managerial Personnel is drawing a very
nominal remuneration as token for their work. So remuneration drawn is modest as compared
with the performance of the company.
f) Average percentile increase in the Salaries of the Employees and Managerial
Remuneration:
| Sr. No. |
Particulars |
Percentile Increase /(Decrease) |
| 1. |
Salaries of the Employees other than Managerial Remuneration NIL |
NIL |
| 2. |
Managerial Remuneration NIL |
NIL |
g) Key parameters for any variable component of remuneration availed by the directors: There
are no variable components in remuneration to the Directors.
h) Ratio of the remuneration of the highest paid director to that of the employees who
are not directors but receive remuneration in excess of the highest paid director during
the year: Not Applicable
i) Affirmation that the remuneration is as per the remuneration policy of the company: The
Board of Directors of the Company affirmed that remuneration paid is as per the
Remuneration Policy of the Company.
B. Information as per Rule 5(2) & 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014:
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a
statement showing the names and other particulars of the employees drawing remuneration in
excess of the limits set out in the said rules are provided in the Annual Report, which
forms part of this Report.
Having regard to the provisions of the first proviso to Section 136(1) of the Act and
as advised, the Annual Report excluding the aforesaid information is being sent to the
members of the Company. The said information is available for inspection at the Registered
Office of the Company during working hours and any member interested in obtaining such
information may write to the Company Secretary and the same will be furnished on request.
For and on behalf of Board of Directors
Rose Merc Limited
Sd/-
Kirti Savla Managing Director
(DIN:02003878) Sd/-
Nooruddin Mohammed Shaikh Director
(DIN: 09660481)
Place: Mumbai
Date: 07/07/2023
