rose merc ltd Management discussions

Industry structure and developments.

The Company is in the development of new lines of business.

Outlook:

Though the year under review was dormant for the company’s business activities, company is sure to come back with good operational activities and profitability in the current year in view of the strong fundamentals of the Indian companies and hope to improve its Turnover. Our company is in General Trading Activities, but because of online trading activates we have to face severe competition. We may also have to think over for online trading activities.

Opportunities and Threats:

As we are in General Trading Activities, we have to face severe competition with the online Trading Activities. It may not be possible to compete with the very huge online portal. However, if we switchover our trading activities to the online portal, we can approach the customer from all the corner of our country, thus there is a abundant opportunity to develop our business in full swing.

Risk & Concerns:

The company will face market competition.

Segment-wise and Products-wise performance:

Company had not undertaken any operational activities during the year under review.

Internal Controls Systems and their adequacy:

The company has adequate internal control systems to exercise necessary checks and control in working system, protection and conservation of resources, accuracy and promptness in financial reporting and compliance of all Legal requirements and regulations. The internal control system is designed in such a manner to ensure that checks and control are exercised at every stage without disturbing the work process. The Audit Committee of the Board reviews the adequacy and effectiveness of internal controls.

Human Resources:

The relationship with the employees continues to be very cordial. The Company recognizes the importance and contribution of its employees for its growth and development and constantly endeavours to train, nurture and groom its people The Company puts emphasis on attracting and retaining the right talent. The company places emphasis on training and development of employees at all levels and has introduced methods and practices for Human Resource Development.

Internal Financial Control Systems and their adequacy:

The Company has aligned its current systems of internal financial control with the requirement of Companies Act 2013. The Internal Control is intended to increase transparency and accountability in an organizations process of designing and implementing a system of internal control. The Company has successfully laid down the framework and ensured its effectiveness. The Company has developed system to record data for accounting and management information system.

Necessary internal control systems are also implemented by the Company for the various activities across the organization to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources.

M/s. B B Gusani. & Co., Chartered Accountants, the statutory auditors of the Company have audited the financial statements included in this annual report and has issued an attestation report on our internal control over financial reporting (as defined in section 143 of Companies Act, 2013).

The audit committee meets the statutory auditors of the Company to ascertain, inter alia, their views on the adequacy of internal control systems and keeps the board of directors informed of its major- observations periodically, if any. Based on its evaluation (as defined in section 177 of Companies Act 2013), our audit committee has concluded that, as of March 31, 2023, our internal financial controls were adequate and operating effectively.

Turnover and Profitability:

During the year under review, 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/- 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.

Cautionary Statement:

Statement in this Management and Discussion and Analysis Report describing the Companys objectives, projections, estimates and expectations may be forward looking statement and within the meaning of applicable laws and regulations. Actual results may or might differ materially from those either expressed or implied.

There have been significant changes (i.e. change of 25% or more as compared to the immediately previous financial year) in key financial ratios.

The Key Financial Ratios for the year under review have undergone changes as compared to previous FY 202122.

Ratio	Numerator	Denominat or	As at 31st March, 2023	As at 31st March, 2022	% of change in Ratio	Reason for Variance
Current Ratio	Total Current Asset	Total Current Liabilities	102.02	1.16	8705.97%	Due to Company starts its revival business Plan and during the year engaged in trading activity.
Debt Equity Ratio	Debt capital	Shareholder ‘s Equity	0.01	0.03	-57.13%	During the year company has made new warrant issue.
Return on Equity Ratio	Profit for the year	Average Shareholder ‘s Equity	(0.04)	(0.11)	65.88%	Due to Company starts its revival business Plan and during the year engaged in trading activity.
Inventory Turnover Ratio	COGS	Average Inventory	1.20	-	100.00%	Due to Company starts its revival business Plan and during the year engaged in trading activity.
Trade payables turnover ratio	Total Purchases (Fuel Cost + Other Expenses+C losing Inventory Opening Inventory)	Closing Trade Payables	14.75	-	100.00%	Due to Company starts its revival business Plan and during the year engaged in trading activity.
Net capital turnover ratio	Sales	Working capital (CA- CL)	0.39	-	100.00%	Due to Company starts its revival business Plan and during the year engaged in trading activity.
Net profit ratio	Net Profit	Sales	(0.12)	-	100.00%	Due to Company starts its revival business Plan and during the year engaged in trading activity.
Return on Capital employe d	Earnings before interest and tax	Capital Employed	(0.03)	(0.08)	-67.99%	Due to Company starts its revival business Plan and during the year engaged in trading activity.

5. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT:

a. Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year - NIL

b. Number of shareholders who approached listed entity for transfer of shares from suspense account during the year - NIL

c. Number of shareholders to whom shares were transferred from suspense account during the year - NIL

d. Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year - NIL

e. That the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares. - NIL

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