Investors demand through probe into Rosmerta Digital Services Ltd’s SME IPO filing
India:Several complaints with the Securities & Exchange Board of India (SEBI), Finance Ministry and other authorities have been filed against the promoters of Rosmerta Digital Services Ltd, a three-year-old alleged dummy company that has filed a Draft Red Herring Prospectus (DRHP) with the SEBI to raise over ₹200 crore through an SME IPO, as per the sources.
The promoters namely Mr. Kartick Vivek Nagpal, Mr.Karan Vivek Nagpal and Rosmerta Technologies Ltd and Trust Promoter representative Mrs.Aarti Nagpal and other unknown persons have been accused of resorting to and indulging in fraudulent malpractices by deliberate concealment of crucial material facts/information and presenting distorted financial data while filing “DRHP the newly formed entity namely “Rosmerta Digital Services Ltd”.
There have also been accused of being a front for Vivek Nagpal, their father (of Individual Promoters) & husband (Trust Promoter Mrs.Aarti Nagpal of RDSL in DRHP) respectively, who was allegedly involved in capital market manipulation, insider trading and money laundering and other organized crime through complex web of inter related entities.
“I hereby lodge a formal complaint against the accused persons and other unknown associates who are their aides in their illegal acts of deliberate suppression of crucial facts and concealment of material information regarding their business activities & business interests and further actively involved in fraudulent activities including market manipulation, money laundering, siphoning of loan amount availed from banks and other organized financial crime activities and violation of multiple regulatory frameworks,” said Mumbai based investor Rohit Vijay Nirmal.
“The accused persons are acting under the direction and in connivance with Mr. Vivek Nagpal (a person related with Ketan Parekh entities previously prosecuted in the 2002 Stock Market Scam) as per the Joint-Parliamentary Committee, who is engaged in capital market manipulation and insider trading, causing significant losses to retail investors,” he said in the complaint.
“That the afore named accused persons and others are acting as hand in glove in connivance and at the behest of the relative namely Mr. Vivek Nagpal, who as per the Joint Parliamentary Report was prosecuted and convicted for his active involvement with Ketan Parekh &Ors. in 2001-Stock Market Scam and Related matters thereto,” the complainant said.
“It is also worthy to say, that Mr. Vivek Nagpal was also debarred from accessing the securities market for five years as well. However, the accused persons named herein, in collusion with their relative, have deliberately misrepresented and concealed critical information while filing the-DRHP for the company namely “Rosmerta Digital Services Ltd”,” he added.
“The deliberate omission and concealment of these critical facts by the accused individuals and associated entities is a blatant violation of transparency principles under Indian law,” he added,
RDSL has presented dramatically and artificially inflated and manipulated financial figures in their DRHP with an aim to rig share pricing of IPO to higher side.Rosmerta Digital Services Limited is part of the Rosmerta Group and Mr. Vivek Nagpal, who has been linked to various businesses under the Rosmerta umbrella, has a significant connection to Rosmerta Group’s operations through the accused persons and proxy directors, the complainant said.
Given the extent of his involvement with Rosmerta’s projects, the complainant said, Mr. Vivek Nagpal plays a central role in the group’s activities, although specific title or directorship in Rosmerta Digital Limited is not explicitly stated.
While reports suggest he was previously involved in leadership or operational roles within the Rosmerta Group, his legal troubles and criminal allegations have cast a shadow over his continued association.
However, due to the controversies surrounding him, including imposition of money laundering and other criminal charges, it’s likely that his direct involvement has been minimised or obscured, especially in formal or public-facing capacities, the complainant said.
The accused individuals, including Mr. Kartick and Mr. Karan Nagpal, concealed their familial relationship with Mr. Vivek Nagpal, a convicted economic offender, to mislead investors and authorities, he wrote in the letter.
“The absence of transparent and independent governance mechanisms to mitigate and address these conflicts further exacerbates concerns, raising serious doubts about the integrity and fairness of the decision-making processes within these entities,” he said.
“Vivek Nagpal, through his familial and business relationships with the accused persons, exerts substantial influence over RDSL’s operations, governance, and strategic decisions. His indirect role particularly through the Shree Bankey Bihari Family Trust and Rosmerta Technologies Limited, poses a clear conflict of interest,” he added.
“Given his deep involvement, there is a risk that business decisions could be swayed to benefit his personal interests or those of his close associates, rather than the interests of public shareholders. This creates a situation where the lines between personal and corporate interests are blurred, potentially compromising corporate governance standards and shareholder value,” he further said.
Further despite the claims of disassociation by accused persons herein, these entities
continue to be promoted by Mr. Vivek Nagpal, who openly represents himself as the founder of Rosmerta Group, the letter said.
The complainant also highlighted that in Maharashtra , Rosmerta furnished fake bank guarantees and criminal proceedings in this regards are also pending which are not being disclosed in entirety.
In view of the gravity of the deliberate non-disclosures, concealment of facts, offenses by the accused person’s along with other unknown persons and the overwhelming evidence provided, It is hereby requested to protect the interests of potential retail investors and maintain the integrity of the capital markets by disapproving the DRHP filed by Rosmerta Digital Services Ltd, the complainant said the authorities have been urged to suspend all progress toward Rosmerta Digital Services Limited’s listing until a comprehensive and detailed investigation is conducted in the matter from all aspects
