We have audited the accompanying financial statements of Rose Merc Limited, which comprise
the Balance Sheet as at 31st March, 2025, and the Statement of Profit and Loss (Including Other
Comprehensive Income) and Cash Flow Statement and the statement of Changes in Equity for the
period ended, and notes to the financial statements, including a summary of significant
accounting policies and other explanatory information.(hereinafter referred to as the "standalone
financial statements").
In our opinion and to the best of our information and according to the explanations given to us,
the aforesaid standalone financial statements give the information required by the Companies
Act, 2013 ("the Act") in the manner so required and give a true and fair view inconformity with
the Indian Accounting Standards prescribed under section 133 of the Act read with the
Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other
accounting principles generally accepted in India, of the state of affairs of the Company as at
March 31, 2024, the profit and total comprehensive income, changes in equity and its cash flows
for the year ended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under
section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are
further described in the Auditor’s Responsibilities for the Audit of the Financial Statements
section of our report We are independent of the Company in accordance with the Code of Ethics
issued by the Institute of Chartered Accountants of India together with the ethical requirements
that are relevant to our audit of the financial statements under the provisions of the Companies
Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in
accordance with these requirements and the Code of Ethics. We believe that the audit evidence
we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance
in our audit of the financial statements of the current period. These matters were addressed in
the context of our audit of the financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters.
Information Other than the Financial Statements and Auditor's Report Thereon
The Company's Board of Directors is responsible for the preparation of the other information.
The other information comprises the information included in the Management Discussion and
Analysis, Board’s Report including Annexures to Board’s Report, but does not include the
financial statements and our auditor's report thereon. These reports are expected to be made
available to us after the date of our auditor's report
Our opinion on the financial statements does not cover the other information and we do not
express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other
information identified above when it becomes available and, in doing so, consider whether the
other information is materially inconsistent with the financial statements or our knowledge
obtained in the audit, or otherwise appears to be materially misstated.
When we read the other information included in the above reports, if we conclude that there is
material misstatement therein, we are required to communicate the matter to those charged with
governance and determine the actions under the applicable laws and regulations.
Responsibilities of Management and Those Charged with Governance for the Consolidated
Financial Statements
The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the
Act with respect to the preparation of these standalone financial statements that give a true and
fair view of the financial position, financial performance, total comprehensive income, changes in
equity and cash flows of the Company in accordance with the Ind AS and other accounting
principles generally accepted in India. This responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the assets of the
Company and for preventing and detecting frauds and other irregularities; selection and
application of appropriate accounting policies; making judgments and estimates that are
reasonable and prudent; and design, implementation and maintenance of adequate internal
financial controls, that were operating effectively for ensuring the accuracy and completeness of
the accounting records, relevant to the preparation and presentation of the standalone Financial
statements that give a true and fair view and are free from material misstatement, whether due
to fraud or error.
In preparing the standalone financial statements, management is responsible for assessing the
Company’s ability to continue as a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting unless management either intends
to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the Company’s financial reporting
process.
Auditor's Responsibility
Our objectives are to obtain reasonable assurance about whether the financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an
auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but
is not a guarantee that an audit conducted in accordance with SAs will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these standalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the standalone financial
statements, whether due to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence that is sufficient and appropriate to
provide a basis for our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal
control.
• Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances. Under section 143(3)(i) of the
Companies Act, 2013, we are also responsible for expressing our opinion on whether the
company has adequate internal financial controls system in place and the operating
effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by management.
• Conclude on the appropriateness of management's use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the Company’s
ability to continue as a going concern. If we conclude that a material uncertainty exists, we
are required to draw attention in our auditor's report to the related disclosures in the
financial statements, or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditor's
report. However, future events or conditions may cause the Company to cease to continue
as a going concern.
• Evaluate the overall presentation, structure and content of the standalone financial
statements, including the disclosures, and whether the standalone financial statements
represent the underlying transactions and events in a manner that achieves fair
presentation.
Materiality is the magnitude of misstatements in the standalone financial statements that,
individually or in aggregate, makes it probable that the economic decisions of a reasonably
knowledgeable user of the financial statements may be influenced. We consider quantitative
materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating
the results of our work; and (ii) to evaluate the effect of any identified misstatements in the
financial statements.
We communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with
relevant ethical requirements regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought to bear on our independence,
and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those
matters that were of most significance in the audit of the standalone financial statements of the
current period and are therefore the key audit matters. We describe these matters in our
auditor’s report unless law or regulation precludes public disclosure about the matter or when,
in extremely rare circumstances, we determine that a matter should not be communicated in our
report because the adverse consequences of doing so would reasonably be expected to outweigh
the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order, 2020 ("the Order") issued by the
Central Government of India in terms of section 143(11) of the Act, we give in "Annexure
A", a statement on the matter specified in the paragraph 3 and 4 of the Order.
2. As required under provisions of section 143(3) of the Companies Act, 2013, we report
that:
a. We have obtained all the information and explanations which to the best of our
knowledge and belief where necessary for the purposes of our audit;
b. In our opinion, proper books of account as required by law have been kept by the
Company so far as appears from our examination of those books;
c. The Balance Sheet and Statement of Profit and Loss including Other
Comprehensive Income Statement of Cash Flow and Statement of Changes of
Equity dealt with this report are in agreement with the books of account;
d. In our opinion, the Balance Sheet and Statement of Profit and Loss comply with the
Ind AS specified in section 133 of the Act, read with relevant rule issued
thereunder.
e. On the basis of written representations received from the directors as on March 31,
2025, taken on record by the Board of Directors, none of the directors is
disqualified as on March 31, 2025, from being appointed as a director in terms of
section 164(2) of the Act
f. With respect to the adequacy of the internal financial controls over financial
reporting of the company and operating effectiveness of such controls, referred to
our separate report in "Annexure B".
g. With respect to the other matters to be included in the Auditor's Report in
accordance with the requirements of section 197(16) of the Act, as amended:
In our opinion and to the best of our information and according to the
explanations given to us, the remuneration paid by the Company to its directors
during the year is in accordance with the provisions of section 197 of the Act.
h. With respect to other matters to be included in the Auditor’s Report in accordance
with Rule 11 of the Companies (Audit and Auditor) Rules, 2014, in our opinion and
to the best of our knowledge and belief and according to the information and
explanations given to us:
(a) The Company has disclosed the impact of pending litigations as at 31 March
2025 on its financial position in its standalone financial statements - Refer Note
(vii) of Annexure - A to the standalone financial statements
(b) The Company did not have any long-term and derivative contracts as at March
31.2025.
(c) There were no amounts which were required to be transferred to the Investor
Education and Protection Fund by the Company during the year ended March
31.2025.
(d) The management has;
(i) represented that, to the best of its knowledge and belief as disclosed in the
Note to the financial statements, no funds have been advanced or loaned or
invested (either from borrowed funds or share premium or any other
sources or kind of funds) by the Company to or in any other persons or
entities, including foreign entities ("Intermediaries"), with the
understanding, whether recorded in writing or otherwise, that the
Intermediary shall:
• directly or indirectly lend or invest in other persons or entities
identified in any manner whatsoever ("Ultimate Beneficiaries") by or
on behalf of the Company or
• provide any guarantee, security or the like to or on behalf of the
Ultimate Beneficiaries.
(ii) represented, that, to the best of its knowledge and belief as disclosed in the
Note to the financial statements, that, to the best of its knowledge and
belief, no funds have been received by the Company from any persons or
entities, including foreign entities ("Funding Parties”), with the
understanding, whether recorded in writing or otherwise, that the Company
shall:
• directly or indirectly, lend or invest in other persons or entities
identified in any manner whatsoever ("Ultimate Beneficiaries") by or
on behalf of the Funding Party or
• provide any guarantee, security or the like from or on behalf of the
Ultimate Beneficiaries; and
(iii) Based on such audit procedures as considered reasonable and appropriate
in the circumstances, nothing has come to our notice that has caused us to
believe that the representations under subclause (d) (i) and (d) (ii) contain any
material mis-statement.
(e) (a) The final dividend proposed in the previous year, declared and paid by the
Company during the year is in accordance with section 123, as applicable.
(b) In our opinion, according to the information and explanations given to us,
the Company has not declared and paid any interim dividend during the year.
(c) The Board of Director of the Company have proposed final dividend for the
year, which is subject to the approval of the members at the ensuing Annual
General Meeting. The dividend declared is in accordance with Section 123 of the
Act, as applicable.
(f) Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining
books of account using accounting software which has a feature of recording
audit trail (edit log) facility is applicable with effect from April 1, 2023 to the
Company and its subsidiaries, which are companies incorporated in India, and
accordingly, The Company has used accounting software 'Tally Prime System’
for maintaining its books of account which has a feature of recording audit trail
facility and the same has not been operated throughout the period for all
transactions recorded in the software and the hence we are unable to comment
on audit trail feature of the said software.
FOR B B GUSANI & ASSOCIATES,
Chartered Accountants
SD/-
Bhargav B. Gusani
Place: Jamnagar Proprietor
Date: 27/06/2025 M. No. 120710
UDIN: 25120710BMHTSD9347 FRN: 0140785W
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