Rosmerta Digital Services Ltd

Rosmerta Digital Services Ltd Directors Report

NSEBSE

₹0

(0%)

Rosmerta Digital Services Ltd Share Price directors Report

Dear Members,

Your Directors have pleasure in presenting the 02^nd Annual Report of Rosmerta Digital Services Private Limited together with Annual Audited Accounts for the year ended 31^st March, 2023.

1. Financial Highlights:

Particulars	Amount (in 000s) (2022-23)	Amount (in 000s) (2021-22)
Total Revenue	2,97,891	20,270
Expenditure	2,67,425	19,997
Profit Before Interest Depreciation and Taxes	30,466	273
Less: Finance Cost/ Interest	6,549	334
Less: Depreciation and Amortization Expense	1,579	19
Profit Before Taxes	22,338	(80)
Income Tax Expenses: Current Tax	7,193	38
Income Tax of Earlier Year	-	-
Deferred Tax	(1,042)	183
Profit after Tax	16,187	(301)
Add: Balance brought forward from previous years	-	-
Add/ (Less); Adjustment	(70)	-
Balance Carried to Balance Sheet	16,117	(301)
Earnings Per Share (INR)
Basic	1,611.7	(30.1)
Diluted	1,611.7	(30.1)

* Adjustment during the year 2022- 23 relates to Re-measurement of post Employee Benefit obligations after taking in account Tax on the same.

2. Brief description of the Companys working during the vear/State of Companys affairs

The primary business of the companies includes designing, manufacturing, assembling and functional testing of the equipment, shipment, installation, commissioning, integration of systems, training and system checking of Vehicle Inspection and commissioning of Vehicle Inspection Test Centers and Vehicle Inspection Equipments.

The highlights of the Companys performance are as under: -

The Company has revenue of INR 29,78,91,000 (Rupees Twenty Nine Crores Seventy Eight Lakhs Ninety One Thousands) in the current financial. The company has made a Net profit of INR 1,61,17,000 (Rupees One Crore Sixty One Lakhs Seventeen Thousands) in the current year as compared to a Net Loss 3,01,000 (Three Lakh One Thousand) in previous year

3. Change in the Nature of Business

There is no change in the nature of business carried on by the company.

4. Dividend

The Board has not recommended any dividend during the financial year.

5. Transfer to Reserves

The Company has transferred the Net profit of INR 1,61,17,000 (Rupees One Crore Sixty One Lakhs Seventeen Thousands to Reserves & Surplus for the Financial Year Ended 31^st March 2023.

6. Capital Structure

The Companys Equity Share Capital position as on 31st March, 2023 is as follows:-

	Authorised Share Capital			Issued, Subscribed & Paid-up Share Capital
	No. of Shares	Face Value (in Rs.)	Amount (in Rs.)	No. of Shares	Face Value (in Rs.)	Amount (in Rs.) *
Equity	1,00,000	10.00	10,00,000	10,000	10.00	1,00,000
	Total		10,00,000	Total	1,00,000

During the Financial Year under review, there has been no change in the Authorised and Paid-up Equity Share Capital.

7. Fraud Reporting

During the Financial Year under review, the Statutory Auditors have not reported any incident of fraud to the Board of Directors of the Company pursuant to the provisions of Section 143(12) of the Companies Act, 2013.

8. Declaration of Independence of Independent Directors

The provisions of Section 149 of the Companies Act, 2013 with respect to appointment of Independent Directors are not applicable to your Company. Therefore, the requirement of obtaining the declaration confirmation from the Independent Directors is not applicable to the Company.

9. Material changes and commitments, if any, 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

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this

report.

10. Details of revision of financial statement or the report

There is no revision of financial statements or the report in respect of any of immediately preceding financial years.

11. Details of Subsidiary/Joint Ventures/Associate Companies

The Company does not have any subsidiary company/Joint Yenture/Associate company as on 31^stMarch 2023.

Name of Company	Relationship
1 KKH Technologies Private Limited	Holding of Holding Company
2 Rosmerta Technologies Ltd.	Holding Company

12. Remuneration received by Managing/Whole time Director from holding or subsidiary company

There is no Managing or Whole Time Director in the Company as on date of signing of this report.

13. Corporate Social Responsibility (CSR)

The provisions of Section 135 of the Companies Act, 2013 with regard to Corporate Social Responsibility (CSR) is not applicable to the company.

14. Details relating to Deposits covered under Chapter V of the Act

The Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013,"i.e. within the meaning of Section 2(31) of the Companies Act, 2013 read with Rule 2(l)(c) of the Companies (Acceptance of Deposits) Rules, 2014 and as such there are no such overdue deposits outstanding as on 31 st March, 2023.

15. Directors and Kev Managerial Personnel ( KMPs):

During the period under review there is no change in the structure of Board of Directors of the company. The Board of Directors as on 31^st March, 2023 comprises of Two (02) Directors, the details are as follows:

Name of the Director	Designation	DIN
01 Mr. Mukesh Malhotra	Director	01345153
02 Mr. Brijesh Singh	Director	03217960

During the Financial Year under review, there was no appointment of any Key Managerial Personnel as per the provisions of Section 203 read with Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 of the Companies Act, 2013.

16. Companys Policy on Directors appointment and remuneration

The Company does not fall under the prescribed class of companies as provided under the provisions of Section 178(1) which are required to disclose companys policy on directors appointment and remuneration.

17. The ratio of remuneration of each Director to the median remuneration of the employees of the company

As per Rule 8 of the Companies (Accounts) Rules, 2014 and Section 197 (12), the Company does not fall under the prescribed class of companies which are required to disclose ratio of remuneration of each Director to the median remuneration of the employees of the company.

18. Meetings of the Board of Directors:

The Meetings of the Board of Directors are pre-scheduled and intimated to all the Directors in advance to order to facilitate them to plan their schedule. There were 5 (Five) Meetings of the Board of Directors held during the Financial Year 2022-23 in compliance with the requirements of the Companies Act, 2013 & SS -1 (Secretarial Standards on Board Meetings) issued by The Institute of Company Secretaries of India (ICSI).

The names of Members of the Board of Directors and their attendance at the Board Meetings are as under:

d ALIGN=LEFT>Mukesh Malhotra

Date of Board Meeting	Name of	Directors
	Brijesh Singh _
1 30th April, 2022	Present	Present
2 14th July, 2022	Present	Present
3 27th September, 2022	Present	Present
4 28^th November, 2022	Present	Present
5 03^rd February 2023	Present	Present

19. Meetings of Committees

There is no applicability of Section 177 i.e. Nomination and Remuneration Committee and Stakeholders Relationship Committee and Section 178 i.e. Audit Committee on the Company.

20. Statutory Audit

S.S. Kothari Mehta & Company, Chartered Accountants, Firm Registration No. 000756N, has been appointed as statutory auditors of the Company in the Annual General Meeting held on 27th September, 2022 for conducting the Statutory audit of the Company for a period of 5 (five) years i.e. w.e.f. 01st April, 2022 till 31st March, 2027.

21. Boards Comment on Auditors Report

The report and its contents are self-explanatory and does not contain qualification/observations, hence no Boards comment thereupon is required.

22. Conservation of energy, technology absorption and foreign exchange earnings and outgo;

(A) Conservation of Energy:

(i) The steps taken or impact on Conservation of Energy;

(ii) the steps taken by the Company for utilizing alternate source of energy;

(iii) the capital investment on energy conservation equipments;

(B) Technology Absorption:

(i) the efforts made towards technology absorption;

(ii) the beneficial drive like product improvement, cost reduction, product development or import substitution;

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of financial year)-

(a) the details of technology imported;

(b) the year of import;

(d) if not fully absorbed, area where such absorption has not taken place, and the reason thereof; and

(iv) the expenditure incurred on research and development;

The Company has taken all the necessary steps in conservation of energy and technology absorption.

Foreign exchange earnings are NIL, Foreign Exchange outgo are also NIL.

23. Web Link of Annual Return. If Any

The domain address of Companys e-commerce website is https://mvraasta.in/.

^{24- Particulars of loans, guarantees or investments under Section
186 of Companies Act. 2013
During the period under review, the Company has not given any loans,
provided guarantees or made investments as covered under section 186 of the Companies Act,
2013. Hence, the provision of this section is not applicable to the company.
25. Particulars of Contracts or Arrangements with Related Parties under
Section 188 of Companies Act, 2013
During the period under review, the Company in ordinary course of
business on arm length basis have entered into contract or arrangement or transactions
with its Related Parties under Section 188(1) of the Companies Act, 2013. Details of all
such transaction which are material are disclosed in Pursuant to clause (h) of sub-section
(3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 in
annexed Form No. AOC.2 along with this report.
Attention of the Shareholders is also drawn to the disclosure of
transactions with Related Parties as set out in Note No. 26 of the Financial Statements.
None of the Directors have any pecuniary relationship or transactions vis-a-vis the
Company.
26. Secretarial Audit Report
The provision of conducting Secretarial audit under section 204 of the
Companies Act, 2013, is not applicable to the company.
27. Details of significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and companys operations in
future
There were no significant or material orders passed by regulators or
courts or Tribunals impacting the status and companys operations in future.
28. Maintenance of Cost Records
The Directors state that the overall turnover of the company does not
exceed the limit prescribed, for maintenance of Cost Records as specified by the Central
Government under Section 148(1) of the Companies Act, 2013, accordingly such maintenance
of such accounts and records is not applicable to the Company.
29. Transfer of Unclaimed/Unnaid Amount to Investor Education and
Protection Fund
Pursuant to provisions of the Act read with the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as
amended, (‘Rules), the dividend which remains unclaimed or unpaid for a period
of seven years from the date of transfer to the Unpaid Dividend Account of the Company and
shares on which dividend are unclaimed or unpaid for a consecutive period of seven years
or more are liable to be transferred to IEPF. This clause is not applicable.
30. Details of Application / Any Proceeding Pending Under the
Insolvency and Bankruptcy Code, 2016
Neither any application was made nor any proceeding was pending under
the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.
31. Disclosure for prevention of sexual harassment of women at
workplace
Your Company believes in providing a safe and harassment free workplace
for every women working with the company. The Company endeavours to create and provide an
environment that is free from discrimination and harassment including sexual harassment.
In accordance with the requirements of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (“POSH Act”)
and Rules made thereunder, the Company has in place a policy which mandates no tolerance
against any conduct amounting to sexual harassment of women at workplace. The Company has
constituted Internal Complaints Committee(s) (ICCs) to redress and resolve any complaints
arising under the POSH Act. Training / awareness programs are conducted throughout the
year to create sensitivity towards ensuring respectable workplace. There are no complaints
reported to Internal Complaints Committee(s) (ICCs) formed under POSH Act.
32. Statement indicating development and implementation of a risk
management policy for the comnanv including identification therein of elements of risk, if
anv, which in the opinion of Board mav threaten the existence of the Company
The management of the Company does not perceive any threat in its
existence therefore has no risk management policy and the same shall be developed and
implemented as and when there is a need for it.
33. Details of establishment of Vigil Mechanism
As per the provisions of Section 177(9) of the Companies Act, 2013, the
Company does not fall under the criteria of prescribed class of companies which are
required to establish Vigil Mechanism. Thus this clause is not applicable on the Company.
34. Statement In Respect of Adequacy Of Internal Financial Control With
Reference To The Financial Statements
Pursuant to Section 134 (3)(q) read with Rule 8(5) (viii) of Companies
(Accounts) Rules, 2014, and ICAI guidance note on adequacy on internal financial controls
with reference to financial statements, it is stated that there is adequate internal
control system in the Company.
35. Comnliance with Secretarial Standards
The Company has duly complied with the provisions of Secretarial
Standards applicable on the Company.
36. Directors Responsibility Statement
Pursuant to the requirement under Section 134 of the Companies Act,
2013 with respect to Directors Responsibility Statement, it is hereby confirmed:
(i) that in the preparation of the accounts for the financial year
ended March 31, 2023 the applicable accounting standards had been followed along with
proper explanation relating to material departures;
(ii) that 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 of the Company for that period;
(iii) that 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;
(iv) that the Directors had prepared the annual accounts on a
‘going concern basis.
(v) being unlisted company, sub clause (e) of Section 134 (3) of the
Companies Act, 2013 pertaining to laying down internal financial control is not applicable
to the company.
(vi) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such system were adequate and operating
efficiently.
37. Acknowledgements
The Directors wish to record their appreciation of the services
rendered and contribution made by the employees at all levels for the growth of the
Company. The Directors also convey their grateful thanks to the Banks, Government
Authorities, Suppliers and the consumers for their continued assistance and co-operation.
FOR ROSMERTA DIGITAL SERVICES PRIVATE LIMITED

Brijesh Singh
Mukesh Malhotra

(DIRECTOR)
(DIRECTOR)

DIN: 03217960
DIN: 01345153

Place: Gurugram

Date: 16/09/2023}

Rosmerta Digital Services Ltd Directors Report

Rosmerta Digital Services Ltd Share Price directors Report

ATTENTION INVESTORS

RISK DISCLOSURE ON DERIVATIVES

Brijesh Singh	Mukesh Malhotra
(DIRECTOR)	(DIRECTOR)
DIN: 03217960	DIN: 01345153
Place: Gurugram
Date: 16/09/2023