TO THE MEMBERS
Your Directors take pleasure in presenting the 17th Annual Report on thebusiness and operations of your Company together with the Audited Accounts for thefinancial year ended 31st March 2021.
1. FINANCIAL PERFORMANCE/ STATE OF AFFAIRS
During the financial year ended 31st March 2021 your Company has recorded atotal revenue of Rs. 447245312/- against Rs. 524568533/- in the previous yearrepresenting decrease of 14.74%. During the year the company has incurred Net Loss of Rs.4228929/- as compared to Net Profit of Rs. 9619843/- in the Previous Year.
Financial performance of the Company for Financial Year 2020-2021 is summarized below:
(Figure in rupees)
|Particulars ||2020-2021* ||2019-2020* |
|Revenue from operations ||447014260 ||521332548 |
|Other Income ||231052 ||3235985 |
|Total revenue ||447245312 ||524568533 |
|Profit before tax and Exceptional items ||(6406266) ||14677983 |
|Exceptional items || || |
|Profit/ (Loss) before tax ||(6406266) ||14677983 |
|Less: Tax Expenses || || |
|- Current Tax || ||92639 |
|- Deferred Tax ||(2177337) ||4965501 |
|- Income tax of Previous years || || |
|Net Profit/ (Loss) For the Year ||(4228929) ||9619843 |
* Figures regrouped wherever necessary.
2. CHANGE IN NATURE OF BUSINESS IF ANY
During the Financial Year there has been no change in the business of the company orin the nature of Business carried by the company during the financial year under review.
Keeping in mind the overall performance and outlook for your Company your Board ofDirectors recommend that this time the company is not declaring dividends as the companyrequires funds for its business expansion. Your Directors are unable to recommend anydividend for the year ended 31st March 2021.
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 2021 was Rs.83820000/-. There has been no change in the Equity Share Capital of the Company duringthe year.
However after the closing of the financial year pursuant to the approval granted bythe members through Postal ballot / Remote e-voting from Monday April 26 2021 (IST 09:30A.M.) and ends on Tuesday May 25 2021 the Authorised Equity Share Capital of theCompany has been increased from Rs. 90000000/- (Rupees Nine Crore only) divided into9000000 (Ninty Lakhs) equity shares of Rs. 10/- (Rupees Ten only) each to Rs.101000000/- (Ten Crore Ten Lakhs Only) divided into 10100000 (One Crore One Lakh)equity shares of Rs. 10/- (Rupees Ten only) each.
Also after the closing of the financial year pursuant to the approval granted by themembers through Postal ballot / Remote e-voting from Monday April 26 2021 (IST 09:30A.M.) and ends on Tuesday May 25 2021 the issued subscribed and paid up Equity ShareCapital of the Company is Rs. 100584000/- by issue and allotment of 1676400 equityBonus Shares of Rs. 10 each as fully paid-up Bonus Shares in the ratio of 1:5 i.e. OneEquity Shares of every Five Equity Shares holder to the existing Share Holders of theCompany on Record Date being June 04 2021.
7. NUMBER OF MEETING HELD DURING THE YEAR
The Details of all meeting of Board of Directors and Committee meeting had taken placeduring the year and their details along with their attendance is given in Table at 2(b)of Annexure I.
8. 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 ofcompliance thereof are appended hereto and forming part of this report; is given inAnnexure I.
9. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3)(c) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed that:
1. In the preparation of the annual accounts for the year ended March 31 2021 theapplicable Accounting Standards have been followed and there are no material departuresfrom the same;
2. The Directors have selected such Accounting Policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the State of affairs of the Company as at March 31 2021 and of the Profit& Loss of the Company for that period;
3. The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
4. The Directors had prepared the annual accounts of the Company on a goingconcern' basis; and
5. The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively;
6. The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
10. DECLARATION BY INDEPENDENT DIRECTOR
All the independent directors have submitted their disclosures to the Board that theyfulfill 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 anycircumstance or situation which could impair or impact their ability to discharge dutieswith an objective independent judgement and without any external influence.
All the independent directors have enrolled with the Indian Institute of CorporateAffairs at Manesar for exam "Online Self Assessment Test".
SEPARATE MEETING OF INDEPENDENT DIRECTORS
In terms of requirement of Schedule IV of the Companies Act 2013 the IndependentDirectors of the company have complied with the code of Independent Director. IndependentDirectors met separately on 13 th February 2021 to inter alia review theperformance of Non-Independent Directors (Including the Chairman) the entire Board andthe quality quantity and timeliness of the flow of the information between the Managementand the Board.
11. 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 andresults of consolidated operations of the Company under review is annexed and forms anintegral part of the Directors' Report is given in Annexure II.
12. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
There was no employee drawing remuneration in excess of limits prescribed under section197(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 Disclosurespertaining to remuneration as required under section 197(12) of the Companies act 2013read with rules 5 (1) of the Companies (appointment and remuneration of managerialpersonnel) Amendment rules 2016 are annexed in Annexure III.
13. STATEMENT ON RISK MANAGEMENT:
During the financial year under review a statement on risk management includingidentification therein of elements of risk if any which in the opinion of the Board maythreaten the existence of the company as per the provisions of Section 134(3)(n) ofCompanies Act 2013; has been annexed in Annexure IV.
14. STATUTORY AUDITORS
M/s Shivangi Parekh & Co. Chartered Accountants (having Firm Registration No.131449W) are Statutory Auditors of the Company who were appointed in 15 thAnnual General Meeting held on 23rd September 2019 holds office until theconclusion of the 20th Annual General Meeting.
15. SECRETARIAL AUDITOR
The Board had appointed Mr. Ranjit Kejriwal Practicing Company Secretary to conductSecretarial Audit for 5 Years from the financial year 2017-18 to 2021-22. The SecretarialAudit Report is annexed herewith in Annexure V. The Secretarial Auditor report isself-explanatory and as such they do not call for further explanations.
16. INTERNAL AUDITOR
M/s. Mayank Shah & Co. Chartered Accountant Surat an internal Auditor of theCompany for the Financial Year 2020-21. Internal Auditors are appointed by the Board ofDirectors of the Company based on the recommendation of the Audit Committee. The InternalAuditor reports their findings on the internal Audit of the Company to the Audit Committeeon a quarterly basis. The Scope of Internal audit is approved by the Audit Committee.
The Company has appointed M/s. Mayank Shah & Co. Chartered Accountant Surat as anInternal Auditor for the term of 5 years from F.Y. 2018-19 to 2022-23 in the Board meetingheld on 31st July 2018 after obtaining his willingness and eligibility letterfor appointment as Internal Auditor of the Company.
17. COMMENTS ON AUDITOR'S REPORT
The notes referred to in the Auditor's Report are self-explanatory and as such they donot call for any further explanation.
18. MAINTENANCE OF COST RECORDS
The company has maintained Cost Records as specified by Central Government undersection 148(1) of the Companies Act 2013 and accordingly such accounts and records aremade and maintained.
19. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
The Company has not given any loans or guarantees or made investments under section186(4) of Companies Act 2013.
20. SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES
The Company does not have any Subsidiary Joint Venture or Associate Company.
21. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There was no significant material order passed by the regulators or courts or tribunalsimpacting the going concern status and company's operation in nature.
22. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
Your Board endeavors that all contracts/ arrangements/transactions entered by theCompany during the financial year with related parties are in the ordinary course ofbusiness and on an arm's length basis only. During the year under review the Company hadnot entered into transaction with related parties which could be considered material inaccordance 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. Theweb 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 Companywere in the ordinary course of business and were on an arm's length basis are attachedherewith in FORM NO. AOC-2 in Annexure VI.
23. ENERGY CONSERVATION MEASURES TECHNOLOGY ABSORPTION AND R & D EFFORTS ANDFOREIGN EXCHANGE EARNINGS AND OUTGO
The requirements for disclosure in respect of Conservation of Energy TechnologyAbsorption in terms of Section 134(3)(m) of the Companies Act 2013 read with the rule 8of Companies (Accounts) Rules 2014 are annexed herewith in Annexure VII.
24. MATERIAL CHANGES
There have been no material changes and commitments which affect the financialposition of the Company which have occurred between the end of the financial year to whichthe financial statements relate and the date of this Report.
COVID-19: The outbreak of Novel Corona Virus in late 2019 lockdown and curfews imposedin the country during 2020 and the unexpected second wave in the late 2020 has altogetherdisturbed the economies of scale throughout the country and in various other parts of theglobe.
As a precautionary measure to prevent the spread further public entry was restrictedand staff and people within the organization followed COVID precaution protocols likefrequent washing of hands using sanitizers wearing mask maintain social distancingetc.
The company is able to cope up the loss faced earlier and has reached a level which isway better than the previous year in terms of revenue.
Assessing the impact assessment of COVID-19 is however a continuing process given theuncertainty associates with its nature and duration. The Company will continue to closelymonitor any material changes to future economic conditions. Moreover the company haveenough resources to combat the situation and none of the company's fixed assets have beenimpacted or impaired.
25. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy)Rules 2014 are not applicable to the Company.
26. BOARD EVALUATION
The board of directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 ("SEBI Listing Regulations").
The performance of the board was evaluated by the board after seeking inputs from allthe directors on the basis of the criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.
The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.
The board and the nomination and remuneration committee reviewed the performance of theindividual directors on the basis of the criteria such as the contribution of theindividual director to the board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the chairman was also evaluated on the key aspects of his role.
In a separate meeting of independent directors performance of non-independentdirectors performance of the board as a whole and performance of the chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent directors at which the performance of the board its committees andindividual directors was also discussed. Performance evaluation of independent directorswas done by the entire board excluding the independent director being evaluated.
27. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with Section 152(6) of the Companies Act 2013 read with the Articles ofAssociation of the Company Mr. Bimalkumar Rajkumar Bansal (DIN: 00029307) ManagingDirector retire by rotation and is being eligible has offered himself for re-appointmentat the ensuing Annual General Meeting.
Based on the confirmations received from Directors none of the Directors aredisqualified 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 theyear:
|Name ||Designation ||Appointment Date ||Change in Designation ||Resignation Date |
|1 Mr. Bimalkumar Rajkumar Bansal ||Managing Director ||22/10/2012 ||14/02/2018 ||NA |
|2 Mr. Sourabh Bimalkumar Bansal ||Non- Executive Director ||14/02/2005 ||NA ||NA |
|3 Mr. Siddharth Bimal Bansal ||Non- Executive Director ||14/02/2005 ||NA ||NA |
|4 Mr. Saurabh Kamalkishore Agarwal ||Non- Executive Independent Director ||14/02/2018 ||NA ||NA |
|5 Ms. Archana Mittal ||Non- Executive Independent Director ||14/02/2018 ||NA ||26/08/2021 |
|6 Mrs. Rachana Agarwal ||Additional NonExecutive Independent Director ||26/08/2021 ||NA ||NA |
|7 Mr. Pradeepkumar Rameshkumar Goyal ||Non- Executive Independent Director ||24/12/2018 ||23/09/2019 ||NA |
|8 Mr. Prashant Suresh Agarwal ||Chief Financial Officer ||14/02/2018 ||NA ||NA |
|9 Mr. Shaunakbhai Soni ||Company Secretary & Compliance Officer ||11/03/2019 ||NA ||02/09/2020 |
|10 Mr. Ricky Kapadia ||Company Secretary & Compliance Officer ||02/11/2020 ||NA ||NA |
28. PUBLIC DEPOSIT
The company has not accepted deposits from the public during the financial year underreview within the meaning of Section 73 of the Act of the Companies Act 2013 read withCompanies (Acceptance of Deposits) Rules 2014.
29. INTERNAL FINANCIAL CONTROL SYSTEM
The Company has a well placed proper and adequate internal financial control systemwhich ensures that all the assets are safeguarded and protected and that the transactionsare authorized recorded and reported correctly. The internal audit covers a wide varietyof operational matters and ensures compliance with specific standard with regards toavailability and suitability of policies and procedures. During the year no reportablematerial weakness in the design or operation were observed.
The internal auditors independently evaluate the adequacy of internal controls andconcurrently audit the majority of the transactions in value terms. Independence of theaudit and compliance is ensured by direct reporting of the internal auditor to the AuditCommittee of the Board.
30. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The companies act 2013 re-emphasizes the need for an effective internal financialcontrol system in the company. Rule 8(5) (viii) of Companies (Accounts) Rules 2014requires the information regarding adequacy of internal financial controls with referenceto the financial statements to be disclosed in the board's report. The detailed reportforms part of Independent Auditors Report.
31. WHISTLE BLOWER POLICY / VIGIL MECHANISM
Your Company has established a mechanism called Vigil Mechanism/Whistle Blower Policyfor the directors and employees to report to the appropriate authorities off unethicalbehavior actual or suspected fraud or violation of the Company's code of conduct orethics policy and provides safeguards against victimization of employees who avail themechanism. The policy permits all the employees to report their concerns directly to theChairman of the Audit Committee of the Company.
The Vigil Mechanism/Whistle Blower Policy as approved by the Board is uploaded on theCompany's website. The web link ishttp://rawedge.in/home1/wp-content/uploads/2021/04/14.-Vigil-Mechanism-Whistle-Blower-Policy.pdf.
32. CEO/ CFO CERTIFICATION
In terms of regulation 17(8) of the listing regulations the CFO has certified to theboard of directors of the company with regard to the financial statements and othermatters specified in the said regulation for the financial year 2020-21. The certificatereceived from CFO is attached herewith as per Annexure VIII.
33. CODE OF CONDUCT
Being a SME listed company exemption has been provided to the company from formulatingof code of conduct for board of directors and senior management personnel. However boardof directors has formulated and adopted code of conduct for board of directors and seniormanagement personnel from August 21 2018. During the year board of directors and seniormanagement personnel has complied with general duties rules acts and regulations in thisregard certificate from managing directors as required under Schedule V of SEBI (listingobligations and disclosure requirements) regulations 2015 has been received by the boardand the same is attached herewith as per Annexure IX.
34. CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE
Mr. Ranjit Binod Kejriwal Practicing Company Secretary has issued a certificaterequired under the listing regulations confirming that none of the Directors on the Boardof the company has been debarred or disqualified from being appointed or continuing asdirector of the company by SEBI/Ministry of Corporate Affairs or any such statutoryauthority. The certificate is enclosed as Annexure X.
35. COMPLIANCE CERTIFICATE FROM THE AUDITORS REGARDING COMPLIANCE OF CONDITIONS OFCORPORATE GOVERNANCE:
Corporate Governance is a set of process practice and system which ensure that theCompany is managed in a best interest of stakeholders. The key fundamental principles ofcorporate governance are transparency and accountability. Company's core businessobjective is to achieve growth with transparency accountability and with independency.Company has adopted various corporate governance standard and doing business in ethicalway by which Company has enhance stakeholders trust shareholders wealth creation byimproving shares valuation market capitalization etc.
A certificate received from M/s Shivangi Parekh & Co. Statutory Auditors of theCompany regarding compliance of the conditions of Corporate Governance as required underSchedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 isattached herewith as per Annexure XI.
36. ALLOTMENT OF BONUS SHARES
After the closing of the financial year pursuant to the approval granted by themembers through Postal ballot / Remote e-voting from Monday April 26 2021 (1ST 09:30A.M.) and ends on Tuesday May 25 2021 the Board of Directors in its meeting held onSaturday June 5 2021 has allotted 1676400 fully paid equity shares of Rs. 10/- (RupeesTen only) each against 8382000 existing fully paid equity shares of Rs. 10/- (Rupees Tenonly) each in ration of 1:5 to the existing Share Holders of the Company. With issue andallotment of Bonus shares the paid up equity share capital of the Company increased toRs. 100584000.
37. MIGRATION FROM SME PLATFORM OF BSE LIMITED TO MAIN BOARD OF BSE LIMITED:
After the closing of the financial year pursuant to the approval granted by themembers through Postal ballot / Remote e-voting from Monday April 26 2021 (1ST 09:30A.M.) and ends on Tuesday May 25 2021 the Company has been migrated from SME Platformof BSE Limited to Main Board of BSE Limited w.e.f. July 12 2021.
38. ANNUAL RETURN
As per the requirements of Section 92(3) of the Act and Rules framed thereunder theextract of the Annual Return for FY 2020-21 is uploaded on the website of the Company andthe same is available at http://rawedge.in/investors/annual-retum/
39. PREVENTION OF INSIDER TRADING
The Company has adopted a Code Of Internal Procedures And Conduct For RegulatingMonitoring And Reporting Of Trading By Insiders And Code Of Practices And Procedures ForFair Disclosure Of Unpublished Price Sensitive with a view to regulate trading insecurities by the Directors and designated employees of the Company. The Code requirespre-clearance for dealing in the Company's shares and prohibits the purchase or sale ofCompany shares by the Directors and the designated employees while in possession ofunpublished price sensitive information in relation to the Company and during the periodwhen the Trading Window is closed. The Board is responsible for implementation of theCode.
The Company has a Prohibition of Insider Trading Policy and the same has been posted onthe website of the Company athttp://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 SME Platform. Apart fromthis business the Company is also providing transportation services.
All the properties and the insurable interest of the company including building plantsand machinery and stocks wherever necessary and to the extent required have beenadequately insured. The company keeps reviewing the insurance amount every year as perrequirement.
42. SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA(ICSI)
The Company complies with all applicable mandatory Secretarial Standards issued by theInstitute of Company Secretaries of India (ICSI).
43. FRAUD REPORTING
During the year under review no fraud has been reported by Auditors under Section143(12) of the Companies Act 2013.
44. RESEARCH & DEVELOPMENT
The Company believes that technological obsolescence is a reality. Only progressiveresearch and development will help us to measure up to future challenges andopportunities. We invest in and encourage continuous innovation. During the year underreview expenditure on research and development is insignificant in relation to the naturesize of operations of your Company.
45. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
Your company has adopted policy of "Prevention of Sexual Harassment of Women atWorkplace". The company has complied with the provisions relating to constitution ofInternal Complaints Committee under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013. Your director's further state thatduring the year under review there were no cases filed pursuant to the Sexual Harassmentof Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
Your Directors place on record their deep appreciation to employees at all levels fortheir hard work dedication and commitment and express their sincere thanks andappreciation to all the employees for their continued contribution support andco-operation to the operations and performance of the company.
Your Directors would like to express their sincere appreciation of the co-operation andassistance received from Shareholders Bankers regulatory bodies and other businessconstituents during the year under review.
Our Directors also wish to place on record their deep sense of appreciation for thecommitment displayed by all executives officers and staff resulting in successfulperformance 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: 26th August 2021 ||Sd/- ||Sd/- |
| ||Bimalkumar Rajkumar Bansal ||Sourabh Bimalkumar Bansal |
| ||Managing Director ||Director |
| ||(DIN: 00029307) ||(DIN: 00527233) |