Gleam Fabmat Ltd Directors Report

To,

The Members,

GLEAM FABMAT LIMITED

Dear Members,

Your directors have pleasure in presenting you the 6^th (Sixth) Annual Report on the business and operation of the Company together with the Audited Financial Statements of the Company for the Financial Year ended March 31, 2024.

1. FINANCIAL SUMMARY

Financial performance of the Company is summarized in the table below:

(In Lakhs)

PARTICULARS	Financial Year	Financial Year
	2023-24	2022-23
Revenue from Operations	65.44	-
Other Income	17.48	-
Total Revenue	82.92	-
Employee Benefit Expenses	0.88	-
Finance Cost	-	0.02
Depreciation and Amortization	1.52	0.22
Expenses
Other Expenses	9.53	4.28
Total Expenses	73.36	4.52
Profit Before Tax	9.56	(4.52)
Tax Expense	1.25	1.35
-Current tax
- Deferred tax
Net Profit for the Year	8.31	(5.87)

2. STATEMENT OF COMPANYS AFFAIRS

During the year under review, your Company achieved INR 65.44 (In Lakh) turnover during the Financial Year ended on 31^st March 2024 as against the turnover of NIL in the Previous Year.

The company has net profit after taxation of INR 8.31 (In Lakhs) in F.Y. 2023-24 against the net Loss after taxation INR 5.87 (in Lakhs) in F.Y. 2022-23.

3. CHANGE IN NATURE OF BUSINESS

There were no changes in the nature of business of the Company during the financial year.

4. SHARE CAPITAL

The Authorized Share Capital of the Company is INR 10,50,00,000/- (Indian Rupees Ten Crore and Fifty Lakh Only) divided into 1,05,00,000 (One Crore and Five Lakh) Equity Shares of INR 10/-(Indian Rupees Ten) each and Paid-up Share Capital of the Company is INR 10,01,80,000/- (Indian Rupees Ten Crore One Lakh and Eighty Thousand Only) divided into 1,00,18,000 (One Crore and Eighteen Thousand) Equity Shares of INR 10/- (Indian Rupees Ten) each.

During the year under review, there was no change in the Companys Issued, Subscribed and Paid-up Equity Share Capital.

5. DIVIDEND

The company has gained the net profit of INR 8.31 (In Lakhs), however company has decided to utilize such profits for the growth of the company, the Board of Directors of the company has not recommended any dividend for the financial year ended on 31^st March, 2024.

6. TRANSFER OF UNCLAMED DIVIDEND TO THE INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid in the previous financial year.

7. TRANSFER TO RESERVE

In view of Net Loss of the Company,no amount has been transferred to the Reserves for the Financial Year 2023-24.

8. REVISION OF FINANCIAL STATEMENT, IF ANY: There was no revision in the financial statements of the Company

9. NUMBER OF MEETINGS OF THE BOARD HELD DURING THE YEAR

During the financial year under review total 5 (Five) Meetings of the Board were held on the dates given below:

27th May, 2023

02nd September, 2023

03rd November 2023

20th February, 2024

28th March 2024

The maximum interval between any two meetings did not exceed 120 days.

Further a separate meeting of independent directors is held during the financial year 2023-2024.

S. No. Name of the Director	Category	Board Meetings entitled to attend	Board Meetings Attended
1. Mr. Amit Gupta	Managing Director	5	5
2. Ms. Pushpa Gupta	Non- Executive Director	5	5
3. Mr. Arun Gupta	Whole time Director	5	5
4. Mr. Anil Kumar Gupta	Whole time Director	5	5
5. Mr. Ankit Rastogi	Independent Director	5	5
6. Mr. Kapil Sharma	Independent Director	5	5
7. Mr. Ajay Maruda	Non- Executive Director	5	5
8. Mr. Jagdip Panachand Vora	Executive Director	5	5

During the year under review following changes took place in the Board of Directors and Key Managerial Persons :

Mr. Amit Gupta (DIN: 03038181) re-appointment as Managing Director of the Company with effect from 28th December 2023.

Mr. Arun Gupta (DIN: 05123174) re-appointment as Whole Time Director of the Company with effect from 28th December 2023

Mr. Ankit Rastogi (DIN: 08315005) re-appointment as an Independent Director of the Company with effect from 28th December 2023.

Mr. Kapil Sharma (DIN: 08315014) re-appointment as an Independent Director of the Company with effect from 28th December 2023.

Further, the requirement specified in regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C, D and E of Schedule V is not applicable to the Company, although we require to comply with requirement of the Companies Act, 2013 wherever applicable. Company has complied with the corporate governance requirement, particularly in relation to appointment of independent directors including woman director on the Board and also constitution of an Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee. Board of the Company functions either on its own or through committees constituted thereof, to oversee specific operational areas

10. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) read with Section 134(5) of the Companies Act, 2013, The Directors, to the best of their knowledge and ability, hereby confirm that:

i) In the preparation of the Annual Accounts for the year ended 31st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) That they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the State of Affairs of the Company at the end of the financial year and of the Profit and Loss of the Company for that period;

iii) That they had 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.

iv) That they had prepared the Annual Accounts on a Going Concern Basis.

v) That they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi) That they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

11. DECLARATION OF INDEPENDENCE OF DIRECTORS

Pursuant to Section 149(7) of the Companies Act, 2013, the Company has received necessary declaration from each Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

12. COMMITTEES OF THE BOARD AND OTHER COMMITTEES

Currently, the Board has following committees: Audit Committee, Stakeholder Relationship Committee and Nomination & Remuneration Committee.

Audit Committee:

The Audit Committee of the Company is constituted/re-constituted in line with the provisions of Section 177 of the Companies Act, 2013.The Audit Committee is constituted in line to monitor and provide effective supervision of the managements financial reporting process, to ensure accurate and timely disclosures, with the highest level of transparency, integrity, and quality of Financial Reporting.

The Company Secretary of the Company acts as the Secretary to the Audit Committee. The primary objective of the Audit Committee is to monitor and provide an effective supervision of the managements financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting. The Audit Committee overseas the work carried out in the financial reporting process by the management, the internal Auditors and the Independent Auditors and notes the processes and safeguards employed by each of them. All possible measures must be taken by the Audit Committee to ensure the objectivity and independence of the independent auditors.

The Board has accepted all recommendations of Audit Committee.

During the Financial Year under review 4 (Four) Meetings of the Audit Committee were convened and held. The dates on which the said meetings were held:

1.	27th May 2023
2.	02nd September 2023
3.	3rd November 2023
4.	28th March 2024

 

S. No. Name of the Members	Designation	No. o f the Meetings Attended
1. Mr. Ankit Rastogi	Chairman	4
	Independent Director
2. Mr. Kapil Sharma	Member	4
	Independent Director
3. Mr. Amit Gupta	Member	4
	Executive Director

The Board has accepted all recommendations of Audit Committee.

Nomination & Remuneration Committees:

The Nomination and Remuneration Committee of the Company is constituted/re-constituted in line with the provisions of Section 178 of the Companies Act, 2013. The Nomination and Remuneration Committee recommends the appointment of Directors and remuneration of such Directors. The level and structure of appointment and remuneration of all Key Managerial p ersonnel and Senior Management Personnel of the Company, as per the Remuneration Policy, is also overseen by this Committee.

During the year under review 2 (Two) meetings of the Nomination and Remuneration Committee were held:

1.	1st September, 2023
2.	28th March, 2024

Composition of Nomination and Remuneration Committee and its attendance meetings:

S. No. Name of the Director	Category	N&R Committee entitled to attend Meeting
1. Mr. Ankit Rastogi	Chairman (Independent Director)	2
2. Ms. Pushpa Gupta	Member (Non-Executive Director)	2
3. Mr. Kapil Sharma	Member (Independent Director)	2

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company has a Stakeholder Relationship Committee of Directors in compliance with provisions of the Companies Act, 2013 to look into the redressal of complaints of investors such as transfer or credit of shares, non-receipt of dividend/notices /annual reports, etc.

During the year under review One (1) meetings of the Stakeholder Relationship Committee were held:

1. 1^st September, 2023

S. No. Name of the Director	Category	S&R Committee meeting entitled to attend
1. Mr. Ankit Rastogi	Chairman (Independent Director)	1
2. Ms. Pushpa Gupta	Member (Non-Executive Director)	1
3. Mr. Kapil Sharma	Member (Independent Director)	1

13. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

Pursuant to Section 178(3) of the Companies Act, 2013, Nomination and Remuneration Committee constituted by the Board have laid down the Criteria for nomination as Director, Key Managerial Personnel and Independence of a Director.

The Nomination & Remuneration Committee of Directors have approved a Policy for Selection, Appointment, Remuneration and determine Directors Independence of Directors which inter-alia requires that composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and senior management employees and the Directors appointed shall be of high integrity with relevant expertise and experience so as to have diverse Board and the Policy also lays down the positive attributes/criteria while recommending the candidature for the appointment as Director.

14. DISCLOSURE ON VIGIL MECHANISM

As per the provisions of section 177(9) & (10) of the Companies Act, 2013, The Company has established a vigil mechanism through which directors, employees and business associates may report unethical behavior, malpractices, wrongful conduct, fraud, violation of Companys code of conduct, leak or suspected leak of unpublished price sensitive information without fear of reprisal.

15. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required to be disclosed in the Boards Report pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out as “Annexure I” to this report.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE COMPANIES ACT, 2013

The particulars of loans, guarantees and investment under Section 186 of the Act for the financial year 2023-24 are provided in the financial statement which also forms part of this Report.

17. PARTICULARS OF RELATED PARTY TRANSACTION

During the year, there is transaction entered with related parties referred to in Section 188(1) of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rules, 2014. Form AOC-2 for Related party transactions is enclosed as Annexure-II to this report.

18. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to provisions of Section 134 of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 the details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are attached as “Annexure III” to this report.

19. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

The Company is aware of the risks associated with its Business. It regularly analyses and takes corrective actions for managing/ mitigating the same. The Company has framed a formal Risk Management Framework for risk assessment and risk minimization which is periodically reviewed to ensure smooth operation and effective management control. The Audit Committee also reviews the adequacy of the risk management framework of the Company, the key risks associated with the business and measure and steps in place to minimize the same.

20. CODE OF CONDUCT AND ETHICS

The Board of Directors of the Company has adopted a Code of Conduct and Ethics for the Directors, Key Managerial Personnel and Senior Executives of the Company. Commitment to ethical professional conduct is a must for every employee, including Board members and senior management personnel of the Company. The Code is intended to serve as a basis for ethical decision-making in conduct of professional work. The Code of Conduct enjoins that each individual in the organization must know and respect existing laws, accept and provide appropriate professional views, and be upright in his conduct and observe corporate discipline. The duties of Directors including duties as an Independent Director as laid down in the Companies Act, 2013 also forms part of the Code of Conduct.

The Company has disclosed information about the establishment of the code on its website. All Board members and senior management personnel affirm compliance with the Code of Conduct annually.

21. CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibility Initiatives as the provisions of Section 135(1) of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable on the Company.

22. DIRECTORS & KEY MANAGERIAL PERSONNEL

Board of Directors

During the year under review no changes were made in the Board of Directors of the Company. At present Board of Directors of the Company is comprised of following Directors:

S. No. Name of Director	Designation	Date of Appointment	Date of Resignation
1. Mr. Amit Gupta	Managing Director	28/12/2018	NA
2. Mr. Arun Gupta	Whole Time Director	20/06/2018	NA
3. Ms. Pushpa Gupta	Non- Executive Director	20/06/2018	NA
4. Mr. Ankit Rastogi	Independent Director	28/12/2018	NA
5. Mr. Kapil Sharma	Independent Director	28/12/2018	NA
6. Mr. Ajay Maruda	Non-Executive Director	05/08/2022	NA
7. Mr. Jagdip Panachand Vora	Executive Director	0 5 /08/2022	NA
8. Mr. Anil Kumar Gupta	Whole Time Director	04/08/2018	NA

Key Managerial Personnel:

Chief Financial Officer:

Mr. Amit Gupta is Chief Financial Officer of the Company.

Company Secretary

Mr. Arjun Dhingra is appointed as Company Secretary and Compliance officer of the Company.

23. 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.

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 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.

24. SUBSIDIARY COMPANIES, JOINT VENTURE AND ASSOCIATES

The Company does not have any Subsidiary, Joint Venture or Associate Company; hence the provisions of Section 129(3) of the Companies Act, 2013 relating to preparation of consolidated financial statements are not applicable.

25. AUDITORS& AUDITORS REPORT

Statutory Auditor

Pursuant to the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014. M/s. Kapish Jain & Associates., Chartered Accountants, (FRN: 022743N), were appointed as Statutory Auditors of the Company to hold office for a term of Five (5) consecutive years, from the conclusion Second (2^nd) Annual General Meeting till the Conclusion of the Seven (7^th) Annual General Meeting of the Company at such remuneration as may be decided by the Board of Directors from time to time.

M/s. Kapish Jain & Associates., Chartered Accountants, have submitted their Report on the Financial Statements of the Company for the FY 2023-24, which forms part of the Annual Report 2023-24.

The Auditor of the Company provided the following qualification in the Audit Report for the FY 2023-24.

The Company was having credit facility of Rs. 2 crores with Axis Bank Limited and defaulted in payment of demands raised by the bank. The aggregate amount of Rs. 2.06 crores were outstanding as on the date of balance sheet and the same was carried since 3Ist December 2019. The bank has applied to the Debt Recovery Tribunal ("DRT") for recovery of outstanding dues. As per the order dated on 21st December 2020 in DRT-III, Delhi, the Company is restrained from selling, transferring or otherwise creating third party interest with regards to mortgaged property (i.e. Commercial Shop owned by Mrs. Puspha Gupta, Director) until further orders. The aforesaid matter is pending for next hearing before DRT and the next hearing date is not fixed.

Since the matter under consideration before Debt Recovery Tribunal-III, Delhi for recovery of overdue payments of credit facility from Axis Bank Limited, therefore, the Company has not made any provision for interest payable on the outstanding amount.

Secretarial Auditor

M/s. Vikas Verma & Associates, Company Secretaries having its Registered Office at B-502, Statesman House, 148, Barakhamba Road, New Delhi -110001, were appointed as Secretarial Auditors for the financial year 2023-24 pursuant to section 204 of the Companies Act, 2013.

The Secretarial Audits Report submitted by them in the prescribed Form MR-3 is attached as the “Annexure IV” to this report.

Internal Auditor

The Company had appointed Mr. Mujjamil Jakirhusen Ansari, Accountant as Internal Auditor of the Company for Financial Year 2023-2024 and complied with the requirement of the section 138 of the Companies Act, 2013 read with rule 13 of the Companies (Accounts) Rules, 2014, and other applicable provisions of the Act.

Cost Auditor

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act are not applicable for the business activities carried out by the Company.

26. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS

The Statutory Auditors and Secretarial Auditors of the Company have not reported any frauds to the Audit Committee and/or to the Board of Directors under section 143(12) of the Act, including rules made there under.

27. SECRETARIAL STANDARDS

Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs.

28. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITIONOF THE COMPANY

The Company has received a notice of revocation dated 12^th June,2024 of suspension in trading of equity shares with effect from 20^th June,2024.

29. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

According to Section 134(5) (e) of the Companies Act, 2013, the term “Internal Financial Control (IFC)” means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. 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. To further strengthen the internal control p rocess, the Company has developed the very comprehensive compliance management tool to drill down the responsibility of the compliance from top management to executive level.

30. DISCLOSURE ON THE PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits, falling within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

31. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention,Prohibition and Redressal) Act, 2013 and the Rules there under. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which redresses complaints received on sexual harassment. During the financial year under review, the Company has not received any complaints of sexual harassment from any of the women employees of the Company.

32. MANAGEMENT DISCUSSIONS & ANALYSIS REPORT

The Managements Discussion and Analysis Report for the year under review, as stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 is annexed to this Annual Report as “Annexure V”.

33. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for FY 2023-24 is available o n Companys website at www.gflaluminum.in

34. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANYS OPERATIONS IN FUTURE

The Company was having credit facility of Rs. 2 crores with Axis Bank Limited and defaulted in payment of demands raised by the bank. The aggregate amount of Rs. 2.06 crores were outstanding as on the date of balance sheet and the same was carried since 31^st December 2019. The Bank has applied to the Debt Recovery Tribunal ("DRT") for recovery of outstanding dues. As per the order dated on 21^st December 2020 in DRT-III, Delhi, the Company is restrained from selling, transferring or otherwise creating third party interest with regards to mortgaged property (i.e. Commercial Shop owned by Mrs. Puspha Gupta, Director) until further orders.

The company has received a notice of revocation dated 12 ^th June,2024 of suspension in trading of equity shares with effect from 20^th June,2024.

Except the matter described above the Company has not received any other significant and material order passed by the regulators or Courts or Tribunals impacting the going concern status of your Company and its operation in future.

35. CORPORATE GOVERNANCE

Provisions relating to Corporate Governance Report under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company as the Company has listed its securities on the SME Exchange as mentioned in regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are exempted and hence the same has not been annexed to the Boards Report.

35. LISTING ON STOCK EXCHANGE

The Company is listed on BSE Limited,

36 . ACKNOWLEDGEMENTS

The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all the employees of the Company. The Board of Directors would also like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, government and regulatory authorities, stock exchanges, customers, vendors, members during the year under review.

		For & on behalf of
		Gleam Fabmat Limited
	Sd/-	Sd/-
	Amit Gupta	Arun Gupta
	Managing Director and CFO	Whole Time Director
Date: 06.09.2024	DIN: 03038181	DIN: 05123174
Place: New Delhi