Raw Edge Indust. Director Discussions


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 Auditors 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)