TO THE MEMBERS,
Your directors take pleasure in presenting the 21st Annual Report on the business and
operations of your Company together with the Audited Accounts for the financial year ended
31st March, 2025.
1. FINANCIAL PERFORMANCE/ STATE OF AFFAIRS:
During the financial year ending 31st March, 2025, your company has recorded a total
income of Rs. 44,82,96,662/-, marginally lower than the previous year's Rs.
44,99,37,699/-. The Company incurred a Net Loss of Rs. 1,03,91,056/-, compared to Rs.
58,56,629/- in the prior year. However, with our strategic initiatives in place, we are
optimistic about returning to growth and profitability, assuring our respected
shareholders that we are on the path to future success. Financial performance of the
Company for Financial Year 2024-2025 is summarized below: (Figure in rupees)
Particulars |
2024-2025* |
2023-2024* |
| Revenue from operations |
44,78,26,923 |
44,96,79,800 |
| Other Income |
4,69,739 |
2,57,899 |
Total income |
44,82,96,662 |
44,99,37,699 |
| Profit/(Loss) before tax and Exceptional items |
(34,84,193) |
(75,41,284) |
| Exceptional items |
- |
- |
Profit/ (Loss) before tax |
(34,84,193) |
(75,41,284) |
| Less: Tax Expenses |
|
|
| - Current Tax |
- |
- |
| - Deferred Tax |
69,06,863 |
(16,84,655) |
| - Income tax of Previous years |
- |
- |
Net Profit/ (Loss) For the Year |
(1,03,91,056) |
(58,56,629) |
* Figures regrouped wherever necessary.
2. CHANGE IN NATURE OF BUSINESS, IF ANY
During the course of the Financial Year, the company's business operations and the
nature of its activities have remained unchanged.
3. DIVIDEND:
We regret to announce to our respected shareholders that, due to the financial
difficulties experienced this fiscal year, which have resulted in losses, the Board of
Directors has made the difficult decision to refrain from declaring any dividends for the
financial year 2024-25. This decision is made to ensure the financial stability and health
of the company during this period of economic uncertainty. We are committed to taking
decisive strategic actions to restore profitability and increase shareholder value, with a
focus on long-term growth and sustainability. We appreciate your understanding and
continued support as we work together to navigate these challenges and emerge stronger.
4. UNCLAIMED DIVIDEND:
There is no balance lying in unpaid equity dividend account.
5. TRANSFER TO RESERVES:
Company has not transferred any amount to general reserve.
6. SHARE CAPITAL
The paid-up Equity Share Capital of the Company as on 31st March, 2025 was Rs.
10,05,84,000/-. During the year under review, there is no change in the capital structure
since previous 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 Annexure I.
The following meetings of the Board of Directors were held during the Financial Year
2024-25:
Sr. No. |
Date of Meeting |
Board Strength |
No. of Directors Present |
| 1 |
04-05-2024 |
6 |
6 |
| 2 |
18-05-2024 |
6 |
6 |
| 3 |
27-07-2024 |
6 |
6 |
| 4 |
10-08-2024 |
6 |
6 |
| 5 |
28-10-2024 |
6 |
6 |
| 6 |
13-02-2025 |
6 |
6 |
| 7 |
26-03-2025 |
6 |
6 |
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) and 134(5) 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, 2025, 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, 2025 and of the Profit
& Loss of the Company for that period;
3. 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;
4. The Directors had prepared the annual accounts of the Company on a ‘going
concern' basis; and
5. 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;
6. 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. There has been
no change in the circumstances affecting their status as Independent Directors of the
Company so as to qualify themselves to be appointed as Independent Directors under the
provisions of the Companies Act, 2013 and the relevant regulations. All the independent
directors have cleared "Online Self-Assessment Test" examination with the Indian
Institute of Corporate Affairs at Manesar.
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 13th February, 2025 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 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/DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT
POLICY:
Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Board formally adopted steps for
framing, implementing and monitoring the risk management plan for the company by way of
Risk Management Policy. As a matter of policy, the risks are assessed and steps as
appropriate are taken to mitigate the same. The risk management policy is placed on the
company's website and available at the web link
https://rawedge.in/wp-content/uploads/2025/05/10.-Risk-Management-Policy.pdf. 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
The members at the 20th Annual General Meeting of the Company held on 23rd August, 2025
had appointed M/s. Pradeep K. Singhi & Associates, Chartered Accountants (having Firm
Registration No. 126027W) are Statutory Auditors of the Company, to hold office for a term
of five years i.e., from the conclusion of 20th Annual General Meeting till the 25th
Annual General Meeting of the Company to be held in the year 2029. Thus, no further action
is required in this regard.
16. SECRETARIAL AUDITOR
Your Board had appointed Mr. Ranjit Binod Kejriwal, Practicing Company Secretary
to conduct Secretarial Audit for the financial year 2024-25.
Pursuant to the amendment notified in Regulation 24A by way of SEBI (LODR) (Third
Amendment) Regulations,2024, with effect from 01st April, 2025, the company is required to
appoint a Secretarial Auditor, who is a Peer Reviewed Company Secretary. In accordance
with the above regulation, and on the recommendation of the Audit Committee, the Board of
Directors proposed to appoint Mr. Ranjit Binod Kejriwal, Company Secretary in practice,
(FCS: 6116, COP: 5985) and a Peer Reviewed Company Secretary, as the Secretarial Auditor
of the Company, for performing Secretarial Audit of the Company for a period of five
consecutive years commencing from 01st April, 2025 till 31st March, 2030.
The Secretarial Audit Report is annexed herewith in Annexure V. The Secretarial
Auditor's observation(s) in secretarial audit report and directors' explanation thereto
a) Delay in filing Statement of Impact of Audit Qualifications or Declaration of
unmodified audit report in XBRL Mode. The management hereby informs that due to
inadvertence, Statement of impact of audit qualifications or Declaration of unmodified
audit report in XBRL mode was filed delayed on 13.05.2024.
b) Name of two promoters, Siddharth Bimalkumar Bansal HUF and Sourabh Bimalkumar Bansal
HUF holding NIL shares were inadvertently missed out and 748 shares held by Mr. Prashant
Suresh Agarwal, Director and Chief Financial Officer of the company were reflected in
"Resident Individual" category instead of "Key Managerial Personnel"
category in the shareholding pattern filed on 12.04.2025 for the quarter ended 31.03.2025.
The management hereby informs that on being aware, the company rectified the errors and
filed the revised shareholding pattern on 03.05.2025 by adding the name of aforesaid
promoters and disclosing the 748 shares held by Mr. Prashant Suresh Agarwal, Director and
Chief Financial Officer in "Key Managerial Personnel" category.
c) Delay in filing disclosure in respect imposition of penalty of Rs. 10,61,46,804/- by
Additional Commissioner, CGST & CE, Surat Commissionerate vide order dated 03.02.2025.
The management hereby clarifies that the delay was due to the time required to conduct a
thorough internal review of the demand notice, including determining its prima facie
validity. The delay was inadvertent and not intentional.
d) Remuneration withdrawn by Mr. Prashant Suresh Agarwal (DIN: 10394966), Director and
Chief Financial Officer (CFO) during the financial year 2024-25 exceeded the limits
prescribed under Section 197 of the Companies Act, 2013 by Rs. 8.44 Lakhs. Mr. Prashant
Suresh Agarwal took on significant additional responsibilities and roles beyond those
originally envisaged, which is consistent with the remuneration paid to him. Recovery of
remuneration from serving managerial personnel may demoralize the team and harm the
company's ability to acquire or retain leadership talent. The company has now taken
corrective action to align the remuneration within the statutory limits and has initiated
necessary steps to ensure compliance in future years.
e) No expense has been recognized in the Statement of Profit and Loss for the year
ended March 31, 2025, in respect of options granted under ESOP 2023 as required under Ind
AS 102. As per the terms of the scheme, the vesting period is scheduled from end of 1-year
up to the end of 11th year from the grant of options. The vesting period shall be
determined by the Board based on the achievement of certain performance conditions. As of
the reporting date, no performance conditions have been framed by the board, leading to
inconclusive vesting period; accordingly, the management of the company has contended that
it is not possible to record any expense due to uncertainty of vesting of ESOPs. The
management hereby informs that as on the reporting date, the performance conditions
required for vesting have not yet been finalized by the Board of Directors. In the absence
of clearly defined vesting conditions, the vesting period remains indeterminate.
Accordingly, the Company in unable to calculate the quantum of the same in the absence of
norms, criteria, terms and conditions.
Hence, the Company has not recorded any expense in the Statement of Profit and Loss for
the year ended March 31, 2025, due to uncertainty surrounding the vesting of the options.
17. INTERNAL AUDITOR
During the financial year, M/s. Mayank Shah & Co., Chartered Accountant, Surat, who
were appointed as an internal auditor for the term of 5 years from F.Y. 2023-24 to
2027-28, have given their resignation on 02nd August, 2024 as an internal auditor of the
company. The Board of Directors of the Company had appointed M/s. Aditya A Garg &
Associates., Chartered Accountant, Surat as an Internal Auditor for the Financial Year
2024-25 in the meeting held on 10th August, 2024 after obtaining his willingness and
eligibility letter for appointment as Internal Auditor of the Company. The Internal
Auditor reports their findings on the Internal Audit of the Company to the Audit Committee
on an annual basis. The Scope of Internal audit is approved by the Audit Committee.
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. The Policy on Related Party Transactions is
uploaded on the website of the company. The web link is
https://rawedge.in/policies-related-to-company/. 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 occurred between the end of the financial year of
the company to which the financial statements related and the date of the report, which is
affecting the financial position of the company except for the following: The company has
decided to diversify its operations by initiating a new line of business under the name
"Raw Edge Agro". This division will be engaged in trading and distribution of
Agro-based food products, with a focus on quality, consumer demand, and market
scalability. For the aforesaid diversification, the company has sought approval of members
for amending its object clause to add Agro business vide postal ballot dated 25th April,
2025. The Agro division is an extension of the Company's growth strategy to explore
high-potential sectors and build a sustainable, diversified business model. Initial
groundwork for procurement, vendor development, and channel establishment is currently
underway.
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 for the Financial Year 2024-25.
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 held on 13th February, 2025,
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. The designation of Mr. Prashant Suresh Agarwal
(DIN: 10394966) is proposed to be changed from
"Executive Director and Chief Financial Officer(CFO)" to "Whole-time
Director and Chief Financial Officer(CFO)" as in the ensuing Annual General Meeting.
The Company's policy on Appointment and Remuneration of Directors and KMP is available
on the website of the company at https://rawedge.in/policies-related-to-company/. Based on
the confirmations received from Directors, none of the Directors are disqualified from
appointment under Section 164 of the Companies Act, 2013.
The List of Board of Directors and Key Managerial Personnel (KMP) for the F.Y. 2024-25
is as follow:
S. No |
Name |
Designation |
Appointment Date |
Change in Designation Date |
Resignation Date |
1 |
Mr. Bimalkumar Rajkumar Bansal |
Managing Director and Chairman |
22/10/2012 |
14/02/2018 |
NA |
2 |
Mr. Siddharth Bimal Bansal |
Non- Executive Director |
14/02/2005 |
NA |
NA |
3 |
Mr. Saurabh Kamalkishore Agarwal |
Non- Executive Independent Director |
14/02/2018 |
NA |
NA |
4 |
Mrs. Rachana Agarwal |
Non- Executive Independent Director |
26/08/2021 |
24/09/2021 |
NA |
5 |
Mr. Pradeepkumar Rameshkumar Goyal |
Non- Executive Independent Director |
24/12/2018 |
23/09/2019 |
NA |
6 |
Mr. Prashant Suresh Agarwal |
Executive Director |
28/11/2023 |
29/12/2023 |
NA |
7 |
Mr. Prashant Suresh Agarwal |
Chief Financial Officer |
14/02/2018 |
NA |
NA |
8 |
Mr. Harsh Vimal Soni |
Company Secretary & Compliance Officer |
14/06/2023 |
NA |
18/05/2024 |
9 |
Mr. Shaharyar Saiyad |
Company Secretary & Compliance Officer |
20/05/2024 |
NA |
NA |
The following changes have been made to the Directors and KMP of the company during the
year: a. Mr. Harsh Vimal Soni resigned from the post of Company Secretary and Compliance
Officer w.e.f. 18th May, 2024. b. Mr. Shaharyar Saiyad has been appointed as Company
Secretary and Compliance Officer of the Company w.e.f. 20th May, 2024.
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 maintains a robust internal financial control system that effectively
safeguards assets, ensures accurate authorization, recording, and reporting of
transactions. Our comprehensive internal audit thoroughly examines operational aspects,
ensuring adherence to established standards and the availability of suitable policies and
procedures. Throughout the year, no significant weaknesses in design or operation were
identified. 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
28 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 of 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 https://rawedge.in/policies-related-to-company/ .
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 2024-25. 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. Pradeep K. Singhi & Associates, 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. 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 2024-25 is uploaded on the website of the Company and
the same is available at http://rawedge.in/investors/annual-return/
38. ESOP PLAN
Pursuant to the Approval of the Members at the Annual General Meeting held on 22nd
September, 2023, the Company adopted the ‘Raw Edge Industrial Solutions Limited
Employee Stock Option Plan 2023' ("REISL ESOP 2023"). With a view to reward the
eligible and potential Employees for their performance and to motivate them to contribute
to the growth and profitability of the Company. The Company also intends to use this
Scheme to attract and retain talents in the organization. The Company views Employee Stock
Options as a means that would enable the Employees to get a Share in the value they create
for the Company in future. The Company has Employee Stock Option Scheme namely, ‘Raw
Edge Industrial Solutions Limited Employee Stock Option Plan 2023' ("REISL ESOP
2023"). During the year, the Company has granted 79,500 stock options under REISL
ESOP 2023 scheme, out of which 3,000 stock options has lapsed. There are no changes made
to the above Schemes during the year under review and these Schemes are in compliance with
the SBEB Regulations 2021. The details of REISL ESOP 2023 pursuant to SEBI (Share Based
Employee Benefits and Sweat Equity), Regulations, 2021, as at 31st March, 2025 is uploaded
on the website of the Company at https://rawedge.in/policies-related-to-company/. In terms
of Regulation 13 SEBI (Share Based Employee Benefits and Sweat Equity), Regulations, 2021,
the Certificate from PCS Ranjit Binod Kejriwal, Secretarial Auditor, would be placed
before the shareholders at the ensuing AGM and is also attached herewith as Annexure
XII.
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 https://rawedge.in/policies-related-to-company/ .
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 2024-25 and hence no complaints remain pending as of 31st
March, 2025.
46. COMPLIANCE WITH MATERNITY BENEFIT ACT:
The company has complied with the provisions of the Maternity Benefit Act
47. 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.
48. 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.
Date: 01/08/2025 |
For Raw Edge Industrial Solutions Limited |
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Place: Surat |
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Sd/- |
Sd/- |
|
Bimalkumar Rajkumar Bansal |
Prashant Suresh Agarwal |
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Managing Director |
Director & CFO |
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(DIN: 00029307) |
(DIN: 10394966) |
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