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Rose Merc. Ltd.

BSE: 512115 Sector: Others
NSE: N.A. ISIN Code: INE649C01012
BSE 05:30 | 01 Jan Rose Merc. Ltd
NSE 05:30 | 01 Jan Rose Merc. Ltd

Rose Merc. Ltd. (ROSEMERC) - Director Report

Company director report

To

The Members of

ROSE MERC LIMITED.

Your Directors have the pleasure in presenting the Thirty Fifth Annual Report of yourCompany together with the Audited Financial Statement for the year ended 31stMarch 2019.

Financial Highlights (Amount in Rs.)

Particulars 2018-19 2017-18
Revenue from operations - -
Other Income 3634292 3777821
Total Income 3634292.00 3777821
Operating expenditure 1709745 1440705
Earnings before interest tax depreciation and amortization (EBITDA) 1924547 2337116
Less: Finance costs 1617917 2073043
Depreciation and amortization expense - -
Profit before tax 306630 264073
Less: Tax expense 80000 61000
Profit for the year (PAT) 226630 203073
Balance brought forward from previous year 15202938 14963866
Less: Income Tax written off 0.00 0.00
Balance carried to balance sheet 15356069 15331334

COMPANY S FINANCIAL PERFORMANCE

In the financial year 2018-19 the Company has generated the revenue from Interest. TheCompany has earned total income of Rs. 3634292/- as against total income of Rs.3777821/-. The Profit before tax of the Company for the financial year 2018-19 stood atRs. 306630/- as against that of 264073/- for previous year and Net Profit After Tax isRs. 226630/- for the financial year 2018-19 as against profit of Rs. 203073/- for theprevious financial year. A detailed analysis on the Company's performance is included inthe "Management's Discussion and Analysis Report" which forms part of thisReport.

CHANGE IN NATURE OF BUSINESS

During the year under review company has not changed its business or object andcontinuous to be in the same line of business as per main object of the company.

DIVIDEND

To conserve the resources for future prospect of the Company your Directors expresstheir inability to recommend and declare any dividend for the financial year 2018-19.

AMOUNT TRANSFERRED TO RESERVE:

During the year the Company has not apportioned any amount to other reserve. Theprofit earned during the year has been added to the carry forward credit balance of Profitand 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 nounpaid dividend accounts appeared in balance sheet as on March 31 2019.

HOLDING/SUBSIDIARY ASSOCIATE AND JOINT VENTURE COMPANY

As on March 31 2019 the Company does not have any Holding Subsidiary Associate andJoint Venture Company.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

CONSTITUTION OF BOARD:

The Board of the Company comprises four Directors out of which one is Promoter -Executive Director and three are Non-Promoter - Independent Director.

In accordance with the provisions of section 149 152 & Article of Association ofthe Company and other applicable provisions of the Companies Act 2013 one third of theof Directors are liable to retire by rotation shall retire every year and if eligibleoffer themselves for re-appointment at every AGM. Consequently Mr. Kirti Savla Directorof the Company is liable to retire by rotation in the forthcoming Annual General Meetingand being eligible offers himself for reappointment. The Board recommends hisre-appointment for the consideration of Members of the Company at the ensuing AnnualGeneral Meeting. He is not debarred from holding the office of director by virtue of anySEBI order or any other such authority.

The relevant details as required under Regulation 36(3) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations") ofthe person seeking re-appointment as Director are also annexed to the Notice convening theannual general meeting.

Mr. Kirti Savla Managing Director of the company is not holding position as anIndependent Director in any listed company and none of the Director of the Company isholding position as Independent Director in more than 7 Listed Companies . Further noneof the Directors of the Company is disqualified for being appointed as Director asspecified in Section 164 (2) of the Companies Act 2013.

The Board upon the recommendations of the Nomination and Remuneration Committee atits Meeting held on November 02 2019 appointed Ms. Pooja Shah (DIN: 07502838) as anAdditional (Independent) Director. She holds office upto the date of this Annual GeneralMeeting.

Nomination and Remuneration Committee has recommended regularization of Ms. Pooja Shahas an Independent Director. The Company has received consent in writing from Ms. PoojaShah to act as Director in Form DIR-2 and intimation in Form DIR-8 to the effect that sheis not disqualified u/s 164(2) to act as Director. The Company has also receiveddeclaration from her that she meets the criteria of independence as prescribed u/s 149(6)of the Companies Act 2013. In the opinion of the Board she fulfills the condition forappointment as Independent Director on the Board. She is not debarred from holding theoffice of director by virtue of any SEBI order or any other such authority. Ms. Pooja Shahis eligible to be appointed as a Director of the Company and her appointment requires theapproval of members at the ensuing Annual General Meeting.

The details of Directors being recommended for reappointment as required under the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 are contained in theaccompanying Notice convening the ensuing Annual General Meeting of the Company.Appropriate Resolution(s) seeking your approval to the appointment/ re-appointment ofDirectors are also included in the Notice.

During the year under review there is change in the Board of Directors & KMP ofthe Company as follow:

1. In accordance with Section 203 of the Companies Act 2013 Mr. Ashok Karale ceasedas CFO w.e.f. November 02 2018.

2. In accordance with Section 203 of the Companies Act 2013 Appointment of Ms. JainiJain as a CFO w.e.f November 02 2018.

3. Ms. Pooja Shah appointed as Additional Independent Non Executive Director w.e.f.November 02 2018.

The table below provides the composition of the Board and Key Managerial Personnel forthe Financial Year 2018-19 their attendance at Board meetings & AGM and number ofdirectorship chairmanship/membership in committee across companies in which he/she isDirector are as follow:

Name of the Director Designation No. of Directorship Held in all the companies as on 31.03.2019 No. of committees of which Member(M)/ Chairman (C)* as on 31.03.2019 Board meeting attended in F.Y. 2018-19 Atten dance at the last AGM No. of Shares held & % holding (of the Company)
Mr. Kirti Savla Managing Director 1 - 8 Yes 7200 Equity Shares (0.72%)
Mr. Mayur Parikh Independent Director 8 C-4 M-7 8 Yes -
Mrs. Shakuntla Shah Independent Director 1 C-1 M-1 8 Yes -
Ms. Pooja Shah (w.e.f November 02 2018) Independent Director 2 C-1 M-3 3

*Committee includes Audit Committee and Stakeholders Grievances & RelationshipCommittee as provided in SEBI (LODR) Regulations 2015.

Ms. Jaini Jain is the Company Secretary and Chief Financial Officer is designated asKey Managerial Personnel of the Company pursuant to Section 203 of the Companies Act 2013

The company fulfills the requirements related to the provision of composition of Boardspecified under the Companies Act 2013. Further in pursuance of Regulation 15(2) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") the Company is exempted from complying with the requirement of havingcomposition of Board as per Listing Regulations.

None of the Directors of Board is a member of more than ten Committees or Chairman ofmore than five committees across all the public companies in which they are director asper Regulation 26(1) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. The necessary disclosures regarding committee positions have been madeby all the Directors.

NUMBER OF MEETING OF THE BOARD:

Regular meetings of the Board of Directors are held at least once in a quarterinter-alia to review the quarterly results of the Company. Additional Board meetings areconvened as and when requires for discussing and deciding on various business policiesstrategies and other businesses. The Board meetings are generally held at registeredoffice of the Company.

During the year under review Board of Directors of the Company met 8 times viz May12 2018 May 24 2018 August 10 2018 August 30 2018 November 02 2018 November 142018 January 28 2019 and March 30 2019.

During the year the Board of Directors has not passed any resolutions throughcirculation.

INDEPENDENT DIRECTORS:

In terms of Section 149 of the Companies Act 2013 and rules made there under theCompany has three Non-Promoter Independent Directors in line with the Companies Act 2013.A separate meeting of Independent Directors was held on March 30 2019 to review theperformance of Non-Independent Directors and Board as whole and performance of Chairpersonof the Company including assessment of quality quantity and timeliness of flow ofinformation between Company management and Board.

The Company has received necessary declaration from each independent director underSection 149 (7) of the Companies Act 2013 that they meet the criteria of independencelaid 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 performanceboard committees and individual directors pursuant to the provisions of the Act.

? The performance of the board was evaluated by the board after seeking inputs fromall the directors on the basis of the criteria such as the board composition andstructure effectiveness of board processes information and functioning etc. ? Theperformance of the committees was evaluated by the board after seeking inputs from thecommittee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc. ? The board and the nomination and remunerationcommittee reviewed the performance of the individual directors on the basis of thecriteria such as the contribution of the individual director to the board and committeemeetings like preparedness on the issues to be discussed meaningful and constructivecontribution and inputs in meetings etc. In addition the chairman was also evaluated onthe key aspects of his role.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that:

a) In preparation of annual accounts for the year ended March 31 2019 the applicableaccounting standards have been followed and that no material departures have been madefrom the same; b) The Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit or loss of the Company for that year; c) The Directorshad taken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act 2013 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities; d) TheDirectors had prepared the annual accounts for the year ended March 31 2019 on goingconcern basis. e) The Directors had laid down the internal financial controls to befollowed by the Company and that such Internal Financial Controls are adequate and wereoperating effectively; and f) The Directors had devised proper systems to ensurecompliance with the provisions of all applicable laws and that such systems were adequateand operating effectively.

COMMITTEES OF BOARD:

The Board of Directors in line with the requirement of the act has formed variouscommittees details of which are given hereunder.

A. AUDIT COMMITTEE:

The Company has formed audit committee in line with the provisions of Section 177 ofthe Companies Act 2013. Audit Committee meeting is generally held once in quarter for thepurpose of recommending the quarterly/half yearly/ yearly financial result and the gapbetween two meetings did not exceed one hundred and twenty days. Additional meeting isheld for the purpose of reviewing the specific item included in terms of reference of theCommittee. During the year under review Audit Committee met 5 (Five) times viz May 242018 August 10 2018 November 14 2018 January 28 2019 and March 30 2019.

The composition of the Committee and the details of meetings attended by its membersare given below:

Name of Director Designation
Mrs. Shakuntla Shah Chairman
Mr. Mayur Parikh Member
Ms. Pooja Shah Member

The Statutory Auditors of the Company are invited in the meeting of the Committeewherever requires. Mrs. Shakuntla Shah the Chairman of the Committee had attended lastAnnual General Meeting of the Company held on September 28 2018.

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 BlowerPolicy. The policy enables the employees to report to the management instances ofunethical 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 reportgenuine concerns or grievances and provide for adequate safe guards against victimizationof the Whistle Blower who avails of such mechanism and also provides for direct access tothe Chairman of the Audit Committee in exceptional cases. The functioning of vigilmechanism is reviewed by the Audit Committee from time to time. None of the Whistleblowers has been denied access to the Audit Committee of the Board. The Whistle BlowerPolicy of the Company is available at the registered office of the Company for inspectionof the Members of the Company.

B. NOMINATION AND REMUNERATION COMMITTEE:

The Company has formed Nomination and Remuneration committee in line with theprovisions of Section 178 of the Companies Act 2013. During the year under reviewNomination and Remuneration Committee met 2 (two) times viz November 02 2018 and March30 2019.

The composition of the Committee and the details of meetings attended by its membersare given below:

Name Designation
Mrs. Shakuntla Shah Chairman
Mr. Mayur Parikh Member
Ms. Pooja Shah Member

NOMINATION AND REMUNERATION POLICY:

In terms of Section 178(3) of the Companies Act 2013 and provisions of the Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 a policy on Director s Key Managerial Personnel and Senior Management Employee sappointment and remuneration including criteria for determining their qualificationspositive attributes independence and other prescribed matters was formulated andrecommended by the Nomination and Remuneration Committee and adopted by the Board ofDirectors of the company.

REMUNERATION OF DIRECTORS:

The details of remuneration/sitting fees paid to Managing Director of the Company andother directors during the financial year 2018-19 is provided in Form MGT-9 which is thepart of this report.

C. STAKEHOLDER S GRIEVANCE & RELATIONSHIP COMMITTEE:

The Company has constituted Stakeholder's Grievance & Relationship Committee mainlyto 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 AnnualReport; Dividend Warrants; etc. During the year under review Stakeholder's Grievance& Relationship Committee met 1 (One) time on March 30 2019.

The composition of the Committee and the details of meetings attended by its membersare given below:

Name Designation
Mrs. Shakuntla Shah Chairman
Mr. Mayur Parikh Member
Ms. Pooja Shah Member

PUBLIC DEPOSITS:

The Company has not accepted any deposits from Shareholders and Public falling withinthe ambit of Section 73 to 76 (Chapter V of the companies Act 2013) of the Companies Act2013 and rules made there under. There were no deposits which were claimed and remainedunpaid by the Company as on March 31 2019.

SHARE CAPITAL:

The Paid up Equity Share Capital as March 31 2019 stood at Rs. 99.60 Lakhs. During theyear under review there has been no change occurred in the share capital of the Company.

LOANS GUARANTEES AND INVESTMENTS U/S 186 OF THE COMPANIES ACT 2013:

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statement.

TRANSACTIONS WITH RELATED PARTIES:

The Company has not entered into any transaction with related parties of the Companywhich is falling within the purview of Section of the Act. Therefore information ontransactions with related parties pursuant to section 134(3)(h) of the Act read with rule8 (2) of the Companies (Accounts) Rules 2014 are not applicable to the Company.

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 no material changes and commitments which is affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the report.

DISCLOSURE OF REMUNERATION:

The information required under section 197(12) of the Act read with rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are given asan Annexure I.

EXTRACT OF ANNUAL RETURN:

The Extract of Annual Return as required under section 92(3) of the Companies Act 2013and rule 12(1) of the Companies (Management and Administration) Rules 2014 in Form MGT-9is annexed herewith as Annexure II for your kind perusal and information.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

To foster a positive workplace environment free from harassment of any nature we haveinstitutionalized the Anti-Sexual Harassment Initiative (ASHI) framework through which weaddress complaints of sexual harassment at the all workplaces of the Company. Our policyassures discretion and guarantees non-retaliation to complainants. We follow agender-neutral approach in handling complaints of sexual harassment and we are compliantwith 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 analysisrisk exposure potential impact and risk mitigation process is in place. The objective ofthe mechanism is to minimize the impact of risks identified and taking advance actions tomitigate it. The mechanism works on the principles of probability of occurrence andimpact if triggered. A detailed exercise is being carried out to identify evaluatemonitor and manage both business and non-business risks.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

Since the Company is not manufacturing unit and carried out any business activitiesthe disclosure related to information to be disclosed under section 134(3)(m) of the Actread with Rule(8) of the Companies (Accounts) Rules 2014 is not applicable to theCompany.

CORPORATE GOVERNANCE:

Your Company strives to incorporate the appropriate standards for corporate governancealthough the Company is not required to follow certain Regulations of Listing Regulationsas the Company is fulfilling the exemption criteria provided in Regulation 15(2) of theListing Regulation.

However Company is complying with few of the exempted regulations voluntarily anddetails 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 stipulatedunder Schedule V of the Listing Regulations is presented in a separate section formingpart of this Annual Report.

STATUTORY AUDITOR AND THEIR REPORT:

M/s. Doshi Maru & Associates Chartered Accountants (FRN: 0112187W) is acting asStatutory Auditor of the Company to hold office from the conclusion of 33rd Annual GeneralMeeting till the conclusion of 37th Annual General Meeting of the Company.

The Auditor's Report for financial year 2018-19 is self explanatory and does notcontain any qualification reservation or adverse remark. The Auditor's Report is enclosedwith the financial statements in this Annual Report.

REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under Section143(12) of the Companies Act 2013.

SECRETARIAL AUDITOR:

The Company has appointed Mr. Murtuza Mondorwala & Associates Practicing CompanySecretary to conduct the secretarial audit of the Company for the financial year 2018-19as required under Section 204 of the Companies Act 2013 and Rules there under. TheSecretarial Audit Report for the financial year 2018-19 is annexed to this report as an AnnexureIII.

GENERAL DISCLOSURE:

Your Directors state that the Company has made disclosures in this report for the itemsprescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules2014 and other applicable provisions of the act and listing regulations to the extent thetransactions took place on those items during the year. Your Directors further state thatno disclosure or reporting is required in respect of the following items as there were notransactions on these items during the year under review; i) Issue of Equity Shares withdifferential rights as to dividend voting or otherwise; ii) Issue of shares (includingsweat 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 theBoard Report or Financial Statement; v) No significant or material orders were passed bythe Regulators or Courts or Tribunals which impact the going concern status and Company'soperations in future; vi) Information on subsidiary associate and joint venturecompanies.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their sincere appreciation for significantcontributions made by the employees at all levels through their dedication hard work andcommitment 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-operationand support extended by the banks government business associates and the shareholdersfor their continued confidence reposed in the Company and look forward to having the samesupport in all future endeavours.

For and on behalf of Board of Directors
Rose Merc Limited
Sd/- Sd/-
Kirti Savla Shakuntla Shah
Place: Mumbai Managing Director Director
Date: August 30 2019 (DIN:02003878) (DIN:06936927)