TO THE MEMBERS,
Your Directors take pleasure in presenting the 19th Annual
Report on the business and operations of your Company together with the Audited Accounts
for the financial year ended 31st March 2023.
1. FINANCIAL PERFORMANCE/ STATE OF AFFAIRS:
During the financial year ended 31st March 2023, your
Company has recorded a total revenue Rs. 52,82,92,196/- against Rs. 44,73,52,142/- in the
previous year, representing increase of 18.09%. During the year, the company has incurred
Net Profit of Rs. 2,26,211/- as compared to Net Loss of Rs. 56,51,929/ in the Previous
Year. Financial performance of the Company for Financial Year 2022-2023 is summarized
below:
| Particulars |
2022-2023* |
2021-2022* |
| Revenue from operations |
52,82,92,196 |
44,73,52,142 |
| Other Income |
1,20,826 |
14,330 |
| Total revenue |
52,84,13,022 |
44,73,66,472 |
| Profit before tax and Exceptional items |
1,94,487 |
(74,44,335) |
| Exceptional items |
- |
- |
| Profit/ (Loss) before tax |
1,94,487 |
(74,44,335) |
| Less: Tax Expenses |
|
|
| - Current Tax |
- |
- |
| - Deferred Tax |
(31,724) |
(17,92,406) |
| - Income tax of Previous years |
|
|
| Net Profit/ (Loss) For the Year |
2,26,211 |
(56,51,929) |
2. CHANGE IN NATURE OF BUSINESS, IF ANY
During the Financial Year, there has been no change in the business of
the company or in the nature of Business carried by the company during the financial year
under review.
3. DIVIDEND:
Keeping in mind the overall performance and outlook for your Company,
your Board of Directors recommend that this time the company is not declaring dividends as
the company requires funds for its business expansion. Your Directors are unable to
recommend any dividend for the year ended 31st March, 2023.
4. UNCLAIMED DIVIDEND:
There is no balance lying in unpaid equity dividend account.
5. TRANSFER TO RESERVES:
Company has not transferred any amount from profit to general reserve.
6. SHARE CAPITAL
The paid up Equity Share Capital of the Company as on March 31, 2023
was Rs. 10,05,84,000/-. There has been no change in Equity Share Capital of the Company
during the year.
7. COMPOSITION OF BOARD AND ITS COMMITTEE
The detail of the composition of the board and its committees thereof
and detail of the changes in their composition if any is given in Annexure I in the
corporate governance report. the composition of the board and its committee is also
available on the website of the company at
https://rawedge.in/home1/company/management/board-of-directors/
8. NUMBER OF MEETING HELD DURING THE YEAR
The Details of all meeting of Board of Directors and Committee meeting
had taken place during the year and their details along with their attendance, is given in
Table at 2(b) of Annexure I.
9. CORPORATE GOVERNANCE
As per the Regulation 27 of the SEBI (Listing Obligations and
Disclosure Requirements), Regulations 2015 the Report on Corporate Governance of the
Company in respect of compliance thereof are appended hereto and forming part of this
report; is given in Annexure I.
10. DIRECTORS? RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3)(c) of the Companies
Act, 2013 with respect to Directors? Responsibility Statement, it is hereby confirmed
that:
1. In the preparation of the annual accounts for the year ended
March 31, 2023, the applicable Accounting Standards have been followed and there are no
material departures from the same;
2. The Directors have selected such Accounting Policies and
applied them consistently and made judgments and estimates that were reasonable and
prudent so as to give a true and fair view of the State of affairs of the Company as at
March 31, 2023 and of 3. the Profit & Loss of the Company for that period;
4. The Directors have 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;
5. The Directors had prepared the annual accounts of the Company
on a ‘going concern? basis; and
6. The Directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively;
7. The Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws and that such systems were adequate
and operating effectively.
11. DECLARATION BY INDEPENDENT DIRECTOR
All the independent directors have submitted their disclosures to the
Board that they fulfill all the requirements as stipulated in section 149(6) of the
Companies Act, 2013. The Independent Directors of your Company have confirmed that they
are not aware of any circumstance or situation, which could impair or impact their ability
to discharge duties with an objective independent judgement and without any external
influence.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
In terms of requirement of Schedule IV of the Companies Act, 2013, the
Independent Directors of the company have complied with the code of Independent Director.
Independent Directors met separately on 14th February, 2023 to inter alia
review the performance of Non-Independent Directors (Including the Chairman), the entire
Board and the quality, quantity and timeliness of the flow of the information between the
Management and the Board. 12. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As per the Regulation 34 of the SEBI (Listing Obligations And
Disclosure Requirements), Regulations 2015, the Management Discussion and Analysis of the
financial condition and results of consolidated operations of the Company under review, is
annexed and forms an integral part of the Directors? Report, is given in Annexure II.
13. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
There was no employee drawing remuneration in excess of limits
prescribed under section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3)
of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014. The Disclosures pertaining to
remuneration as required under section 197(12) of the Companies act, 2013 read with rules
5 (1) of the Companies (appointment and remuneration of managerial personnel) Amendment
rules, 2016 are annexed in Annexure III.
14. STATEMENT ON RISK MANAGEMENT:
During the financial year under review a statement on risk management
including identification therein of elements of risk, if any, which in the opinion of the
Board may threaten the existence of the company as per the provisions of Section 134(3)(n)
of Companies Act, 2013; has been annexed in Annexure IV.
15. STATUTORY AUDITORS
M/s Shivangi Parekh & Co., Chartered Accountants (having Firm
Registration No. 131449W) are Statutory Auditors of the Company, who were appointed in 15th
Annual General Meeting held on 23rd September, 2019 holds office until the
conclusion of the 20th Annual General Meeting. 16. SECRETARIAL AUDITOR
Mr. Ranjit Kejriwal, Practicing Company Secretary is Secretarial
Auditor of the Company, who were reappointed in the Board meeting held on 30th
May, 2022 to conduct Secretarial Audit for 5 Years from the financial year 2022-23 to
2026-27. The Secretarial Audit Report is annexed herewith in Annexure V. The Secretarial
Auditor report is self-explanatory and as such they do not call for further explanations.
17. INTERNAL AUDITOR
M/s. Mayank Shah & Co., Chartered Accountant, Surat an Internal
Auditor of the Company for the Financial Year 2022-23. Internal Auditors are appointed by
the Board of Directors of the Company, based on the recommendation of the Audit Committee.
The Internal Auditor reports their findings on the internal Audit of the Company to the
Audit Committee on a quarterly basis. The Scope of Internal audit is approved by the Audit
Committee. Further, the Company has re-appointed M/s. Mayank Shah & Co., Chartered
Accountant, Surat as an Internal Auditor for the term of 5 years from F.Y. 2023-24 to
2027-28 in the Board meeting held on 12th May, 2023 after obtaining his
willingness and eligibility letter for appointment as Internal Auditor of the Company. 18.
COMMENTS ON AUDITOR?S REPORT
The notes referred to in the Auditor's Report are self-explanatory and
as such they do not call for any further explanation. 19. MAINTENANCE OF COST RECORDS
The company has maintained Cost Records as specified by Central
Government under section 148(1) of the Companies Act, 2013, and accordingly such accounts
and records are made and maintained.
20. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
The Company has not given any loans or guarantees or made investments
under section 186(4) of Companies Act, 2013.
21. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES
The Company does not have any Subsidiary, Joint Venture or Associate
Company.
22. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND
COMPANY?S OPERATIONS IN FUTURE
There was no significant material order passed by the regulators or
courts or tribunals impacting the going concern status and company?s operation in
nature. 23. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
Your Board endeavors that all contracts/ arrangements/transactions
entered by the Company during the financial year with related parties are in the ordinary
course of business and on an arm?s length basis only. During the year under review
the Company had not entered into transaction with related parties which could be
considered material in accordance with the policy of the Company on materiality of related
party transactions. The Policy on Related Party Transactions is uploaded on the website of
the company. The web link is
http://rawedge.in/home1/wp-content/uploads/2021/04/10.-Related-Party-Transaction-
Policy.pdf. Further all related party transactions entered into by the
Company were in the ordinary course of business and were on an arm?s length basis are
attached herewith in FORM NO. AOC-2 in Annexure VI. 24. ENERGY CONSERVATION MEASURES,
TECHNOLOGY ABSORPTION AND R & D
EFFORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The requirements for disclosure in respect of Conservation of Energy,
Technology Absorption, in terms of Section 134(3)(m) of the Companies Act, 2013 read with
the rule 8 of Companies (Accounts) Rules, 2014 are annexed herewith in Annexure VII.
25. MATERIAL CHANGES
There have been no material changes and commitments, which affect the
financial position of the Company which have occurred between the end of the financial
year to which the financial statements relate and the date of this Report. 26. CORPORATE
SOCIAL RESPONSIBILITY (CSR)
The disclosures as per Rule 9 of Companies (Corporate Social
Responsibility Policy) Rules, 2014 are not applicable to the Company. 27. BOARD EVALUATION
The board of directors has carried out an annual evaluation of its own
performance, board committees and individual directors pursuant to the provisions of the
Act and the corporate governance requirements as prescribed by the SEBI (Listing
Obligations and Disclosure Requirements), Regulations 2015 (“SEBI Listing
Regulations”). The performance of the board was evaluated by the board after seeking
inputs from all the directors on the basis of the criteria such as the board composition
and structure, effectiveness of board processes, information and functioning, etc. The
performance of the committees was evaluated by the board after seeking inputs from the
committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc. The board and the nomination and remuneration
committee reviewed the performance of the individual directors on the basis of the
criteria such as the contribution of the individual director to the board and committee
meetings like preparedness on the issues to be discussed, meaningful and constructive
contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on
the key aspects of his role. In a separate meeting of independent directors, performance
of non-independent directors, performance of the board as a whole and performance of the
chairman was evaluated, taking into account the views of executive directors and
non-executive directors. The same was discussed in the board meeting that followed the
meeting of the independent directors, at which the performance of the board, its
committees and individual directors was also discussed. Performance evaluation of
independent directors was done by the entire board, excluding the independent director
being evaluated. 28. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with Section 152(6) of the Companies Act, 2013 read with
the Articles of Association of the Company, Mr. Siddharth Bimal Bansal (DIN: 01553023),
Non-Executive Director, retire by rotation and is being eligible has offered himself for
re-appointment at the ensuing Annual General Meeting. Based on the confirmations received
from Directors, none of the Directors are disqualified from appointment under Section 164
of the Companies Act, 2013. The following changes have been made to the Directors and KMP
of the Company during the year:
| S. No Name |
Designation |
Appointment Date |
Change in Designation |
Resignation Date |
| 1 Mr. Bimalkumar |
Managing Director |
22/10/2012 |
14/02/2018 |
NA |
| Rajkumar Bansal |
|
|
|
|
| 2 Mr. Sourabh |
Non- Executive |
14/02/2005 |
NA |
NA |
| Bimalkumar Bansal |
Director |
|
|
|
| 3 Mr. Siddharth Bimal |
Non- Executive |
14/02/2005 |
NA |
NA |
| Bansal |
Director |
|
|
|
| 4 Mr. Saurabh |
Non- Executive |
14/02/2018 |
NA |
NA |
| Kamalkishore |
Independent |
|
|
|
| Agarwal |
Director |
|
|
|
| 5 Mrs. Rachana |
Non- Executive |
26/08/2021 |
24/09/2021 |
NA |
| Agarwal |
Independent |
|
|
|
|
Director |
|
|
|
| 6 Mr. Pradeepkumar |
Non- Executive |
24/12/2018 |
23/09/2019 |
NA |
| Rameshkumar Goyal |
Independent |
|
|
|
|
Director |
|
|
|
| 7 Mr. Prashant Suresh |
Chief Financial |
14/02/2018 |
NA |
NA |
| Agarwal |
Officer |
|
|
|
| 8 Mr. Ricky Kapadia |
Company Secretary |
02/11/2020 |
NA |
NA |
|
& Compliance |
|
|
|
|
Officer |
|
|
|
However, after closing the financial year, the following changes have
been made to the Directors and KMP of the Company during the year:
| S. No Name |
Designation |
Appointment Date |
Change in Designation |
Resignation Date |
| 1 Mr. Ricky Kapadia |
Company Secretary |
02/11/2020 |
NA |
14/06/2023 |
|
& Compliance |
|
|
|
|
Officer |
|
|
|
| 2 Mr. Harsh Vimal |
Company Secretary |
14/06/2023 |
NA |
NA |
| Soni |
& Compliance |
|
|
|
|
Officer |
|
|
|
29. PUBLIC DEPOSIT
The company has not accepted deposits from the public during the
financial year under review within the meaning of Section 73 of the Act of the Companies
Act 2013, read with Companies (Acceptance of Deposits) Rules, 2014. 30. INTERNAL FINANCIAL
CONTROL SYSTEM
The Company has a well placed, proper and adequate internal financial
control system which ensures that all the assets are safeguarded and protected and that
the transactions are authorized recorded and reported correctly. The internal audit covers
a wide variety of operational matters and ensures compliance with specific standard with
regards to availability and suitability of policies and procedures. During the year no
reportable material weakness in the design or operation were observed. The internal
auditors independently evaluate the adequacy of internal controls and concurrently audit
the majority of the transactions in value terms. Independence of the audit and compliance
is ensured by direct reporting of the internal auditor to the Audit Committee of the
Board. 31. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS
The Companies Act, 2013 re-emphasizes the need for an effective
internal financial control system in the company. Rule 8(5) (viii) of Companies (Accounts)
Rules, 2014 requires the information regarding adequacy of internal financial controls
with reference to the financial statements to be disclosed in the board?s report. The
detailed report forms part of Independent Auditors Report. 32. WHISTLE BLOWER POLICY /
VIGIL MECHANISM
Your Company has established a mechanism called Vigil Mechanism/Whistle
Blower Policy for the directors and employees to report to the appropriate authorities off
unethical behavior, actual or suspected, fraud or violation of the Company?s code of
conduct or ethics policy and provides safeguards against victimization of employees who
avail the mechanism. The policy permits all the employees to report their concerns
directly to the Chairman of the Audit Committee of the Company.
The Vigil Mechanism/Whistle Blower Policy as approved by the Board is
uploaded on the Company?s website. The web link is
http://rawedge.in/home1/wp-content/uploads/2021/04/14.-Vigil-Mechanism-Whistle-Blower-Policy.pdf.
33. CEO/ CFO CERTIFICATION
In terms of regulation 17(8) of the listing regulations, the CFO has
certified to the board of directors of the company with regard to the financial statements
and other matters specified in the said regulation for the financial year 2022-23. The
certificate received from CFO is attached herewith as per Annexure VIII.
34. CODE OF CONDUCT
The Company has adopted code of conduct for board of directors and
senior management personnel and this is strictly adhered to. During the year, board of
directors and senior management personnel has complied with general duties, rules, acts
and regulations in this regard certificate from managing directors as required under
Schedule V of SEBI (listing obligations and disclosure requirements) regulations, 2015 has
been received by the board and the same is attached herewith as per Annexure IX. 35.
CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE
Mr. Ranjit Binod Kejriwal, Practicing Company Secretary has issued a
certificate required under the listing regulations, confirming that none of the Directors
on the Board of the company has been debarred or disqualified from being appointed or
continuing as director of the company by SEBI/Ministry of Corporate Affairs or any such
statutory authority. The certificate is enclosed as Annexure X.
36. COMPLIANCE CERTIFICATE FROM THE AUDITORS REGARDING COMPLIANCE OF
CONDITIONS OF CORPORATE GOVERNANCE:
Corporate Governance is a set of process, practice and system which
ensure that the Company is managed in a best interest of stakeholders. The key fundamental
principles of corporate governance are transparency and accountability. Company?s
core business objective is to achieve growth with transparency, accountability and with
independency. Company has adopted various corporate governance standard and doing business
in ethical way by which Company has enhance stakeholders trust, shareholders wealth
creation by improving shares valuation, market capitalization, etc.
A certificate received from M/s Shivangi Parekh & Co., Statutory
Auditors of the Company regarding compliance of the conditions of Corporate Governance, as
required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is attached herewith as per Annexure XI.
37. SHIFTING OF REGISTERED OFFICE OF THE COMPANY:
During the year under review, the registered office of the Company has
been shifted from the premises at Office No. A-9, B-1/04-05, Ground Floor, B Wing,
Boomerang, Chandivali Farm Road, Andheri East, Mumbai 400072, Maharashtra to the new
premises at B1-401, B Wing, Boomerang, Chandivali Farm Road, Andheri East, Mumbai 400072,
Maharashtra with effect from 1st April, 2022 with respect to consent of the
Board of Directors of the Company at their meeting held on 1st April, 2022. 38.
ANNUAL RETURN
As per the requirements of Section 92(3) of the Act and Rules framed
thereunder, the extract of the Annual Return for FY 2022-23 is uploaded on the website of
the Company and the same is available at http://rawedge.in/investors/annual-return/
39. PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Internal Procedures and Conduct for
Regulating, Monitoring and Reporting of trading by insiders and Code of Practices and
Procedures for Fair Disclosure of Unpublished Price Sensitive with a view to regulate
trading in securities by the Directors and designated employees of the Company. The Code
requires pre-clearance for dealing in the Company?s shares and prohibits the purchase
or sale of Company shares by the Directors and the designated employees while in
possession of unpublished price sensitive information in relation to the Company and
during the period when the Trading Window is closed. The Board is responsible for
implementation of the Code.
The Company has a Prohibition of Insider Trading Policy and the same
has been posted on the website of the Company at
http://rawedge.in/home1/wp-content/uploads/2021/04/9.-Prohibition-of-Insider-Trading-Policy.pdf.
40. STATUTORY INFORMATION
The Company is in minerals industry and is the member of BSE Main Board
Platform. Apart from this business, the Company is also providing transportation services.
41. INSURANCE
All the properties and the insurable interest of the company including
building, plants and machinery and stocks wherever necessary and to the extent required
have been adequately insured. The company keeps reviewing the insurance amount every year
as per requirement. 42. SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY
SECRETARIES
OF INDIA (ICSI)
The Company complies with all applicable mandatory Secretarial
Standards issued by the Institute of Company Secretaries of India (ICSI). 43. FRAUD
REPORTING
During the year under review, no fraud has been reported by Auditors
under Section 143(12) of the Companies Act, 2013. 44. RESEARCH & DEVELOPMENT
The Company believes that technological obsolescence is a reality. Only
progressive research and development will help us to measure up to future challenges and
opportunities. We invest in and encourage continuous innovation. During the year under
review, expenditure on research and development is insignificant in relation to the nature
size of operations of your Company. 45. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Our company goal has always been to create an open and safe workplace
for every employee to feel empowered, irrespective of gender, sexual preferences, and
other factors, and contribute to the best of their abilities. The Internal Committee (IC)
has been constituted as per the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, and the committee includes external members from
NGOs or with relevant experience. Half of the total members of the IC are women. The role
of the IC is not restricted to mere redressal of complaints but also encompasses
prevention and prohibition of sexual harassment. The Company did not receive any
complaints on sexual harassment during the year 2022-23 and hence no complaints remain
pending as of 31st March, 2023. 46. APPRECIATION
Your Directors place on record their deep appreciation to employees at
all levels for their hard work, dedication and commitment and express their sincere thanks
and appreciation to all the employees for their continued contribution, support and
co-operation to the operations and performance of the company. 47. ACKNOWLEDGEMENT
Your Directors would like to express their sincere appreciation of the
co-operation and assistance received from Shareholders, Bankers, regulatory bodies and
other business constituents during the year under review. Our Directors also wish to place
on record their deep sense of appreciation for the commitment displayed by all executives,
officers and staff, resulting in successful performance of the Company during the year.
For and on behalf of the Board of Directors M/s. Raw Edge Industrial
Solutions limited
Place: Surat
Date: 18th August, 2023 Sd/- Sd/-
Bimalkumar Rajkumar Bansal Sourabh Bimalkumar Bansal Managing Director
Director (DIN: 00029307) (DIN: 00527233)
|