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Gleam Fabmat Ltd.

BSE: 542477 Sector: Others
NSE: N.A. ISIN Code: INE03CM01014
BSE 00:00 | 27 Sep Gleam Fabmat Ltd
NSE 05:30 | 01 Jan Gleam Fabmat Ltd
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OPEN 1.81
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Gleam Fabmat Ltd. (GLEAMFABMAT) - Director Report

Company director report

To

The Members

GLEAM FABMAT LIMITED

Dear Members

Your Directors have pleasure in presenting you the 3rd (Third) Annual Reporton the business and operation of the Company together with the Audited FinancialStatements of Accounts of the Company for the Financial Year ended March 31 2021.

1. FINANCIAL SUMMARY

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

(In INR)

PARTICULARS Financial Year 2020-21 Financial Year 2019-20
Revenue from Operations 242821240 51500512
Other Income 242873 11708631
Total Revenue 243064113 63209143
Employee Benefit Expenses 739544 582000
Finance Cost 790 1700681
Depreciation and Amortization Expenses 65243 98712
Other Expenses 242233139 61132191
Total Expenses 243038716 63513584
Profit Before Tax 25397 (304440)
Tax Expense
-Current tax 160850 -
- Deferred tax 252103 560549
Net Profit for the Year (387556) (864989)

2. STATEMENT OF COMPANY'S AFFAIRS

During the year under review your Company achieved a turnover of INR 242821240(Twenty Four Crores Twenty Eight Lakhs Twenty One Thousands Two Hundred and Forty) asagainst the turnover of INR 51500512 (Five Crore Fifteen Lakhs Five Hundred andTewelve) in the Previous Year.

Net Loss after taxation decreased from INR (864989)/- in F.Y. 2019-20 to INR(387556) in F.Y. 2020-21.

3. CHANGE IN NATURE OF BUSINESS

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

4. SHARE CAPITAL

The Authorized Share Capital of the Company is INR 105000000/- (Indian Rupees TenCrore and Fifty Lakh Only) divided into 10500000 (One Crore and Five Lakh) EquityShares of INR 10/-(Indian Rupees Ten) each and Paid-up Share Capital of the Company is INR100180000/- (Indian Rupees Ten Crore One Lakh and Eighty Thousand Only) divided into10018000 (One Crore and Eighteen Thousand) Equity Shares of INR 10/- (Indian RupeesTen) each. During the year under review there was no change in the Company's IssuedSubscribed and Paid-up Equity Share Capital on 31st March 2021.

5. DIVIDEND

Since the Company has incurred losses the Board of Directors has not recommended anydividend for the financial year ended on 31st March 2021.

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 wasno dividend declared and paid in the previous financial year.

7. TRANSFER TO RESERVE

In view of accumulated losses no amount has been transferred to the Reserves for theFinancial Year 2020-21.

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

During the financial year under review total 6 (Six) Meetings of the Board were held onthe dates given below:

• 10th July 2020

• 28th October 2020

• 21st December 2020

• 15th February 2021

• 16th March 2021

• 27th March 2021.

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

S. No. Name of the Director Category Board Meetings entitled to attend Board Meetings attended
1. Mr. Amit Gupta Managing Director 6 6
2. Ms. Pushpa Gupta Director 6 6
3. Mr. Arun Gupta Whole time Director 6 6
4. Mr. Anil Kumar Gupta Whole time Director 6 6
5. Mr. Ankit Rastogi Independent Director 6 6
6. Mr. Kapil Sharma Independent Director 6 6

9. DIRECTORS' RESPONSIBILITY STATEMENT

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

i) In the preparation of the Annual Accounts for the year ended 31st March2021 the applicable accounting standards have been followed along with proper explanationrelating to material departures;

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

iii) That they had 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.

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 Companyand 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 ofall applicable laws and that such systems were adequate and operating effectively.

10. DECLARATION OF INDEPENDENCE OF DIRECTORS

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

11. COMMITTEES OF THE BOARD AND OTHER COMMITTEES

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

Audit Committee:

The Audit Committee of the Company is constituted/re-constituted in line with theprovisions of Section 177 of the Companies Act 2013.The Audit Committee is constituted inline to monitor and provide effective supervision of the management's financial reportingprocess to ensure accurate and timely disclosures with the highest level oftransparency integrity and quality of Financial Reporting.

The Company Secretary of the Company acts as the Secretary to the Audit Committee. Theprimary objective of the Audit Committee is to monitor and provide an effectivesupervision of the management's financial reporting process to ensure accurate and timelydisclosures with the highest levels of transparency integrity and quality of financialreporting. The Audit Committee overseas the work carried out in the financial reportingprocess by the management the internal Auditors and the Independent Auditors and notesthe processes and safeguards employed by each of them. All possible measures must be takenby the Audit Committee to ensure the objectivity and independence of the independentauditors.

The Board has accepted all recommendations of Audit Committee.

During the Financial Year under review 2 (Two) Meetings of the Audit Committee wereconvened and held. The dates on which the said meetings were held:

• 21st December 2020 and

• 15th February 2021.

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

The Board has accepted all recommendations of Audit Committee.

Nomination & Remuneration Committees:

The Nomination and Remuneration Committee of the Company is constituted/ re-constitutedin line with the provisions of Section 178 of the Companies Act 2013. The Nomination andRemuneration Committee recommends the appointment of Directors and remuneration of suchDirectors. The level and structure of appointment and remuneration of all Key Managerialpersonnel and Senior Management Personnel of the Company as per the Remuneration Policyis also overseen by this Committee.

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

• 28th October 2021 and

• 27th March 2021.

Composition of Nomination and Remuneration Committee and its attendance meetings:

S. No. Name of the Director Category N&R Committee meeting entitled to attend
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

12. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

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

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

13. DISCLOSURE ON VIGIL MECHANISM

As per the provisions of section 177(9) & (10) of the Companies Act 2013 TheCompany has established a vigil mechanism through which directors employees and businessassociates may report report unethical behavior malpractices wrongful conduct fraudviolation of Company's code of conduct leak or suspected leak of unpublished pricesensitive information without fear of reprisal.

14. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required to be disclosed in the Board's Report pursuant to Section 197of the Companies Act 2013 read with Rule 5 of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 is set out as "Annexure -I" to this report.

15. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE COMPANIES ACT2013

The particulars of loans guarantees and investment under Section 186 of the Act forthe financial year 2020-21 are provided in the financial statement which also forms partof this Report.

16. PARTICULARS OF RELATED PARTY TRANSACTION

During the year there is no transaction entered with related parties referred to inSection 188(1) of the Companies Act 2013 read with Rule 8(2) of Companies (Accounts)Rules 2014. Therefor there is no requirement to attached Form AOC-2 Related partytransactions if any are disclosed in the notes to financial statements.

17. CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION FOREIGNEXCHANGE 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 AbsorptionForeign Exchange Earnings and Outgo are attached as "Annexure II" to thisreport.

18. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

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

19. CODE OF CONDUCT AND ETHICS

The Board of Directors of the Company has adopted a Code of Conduct and Ethics for theDirectors Key Managerial Personnel and Senior Executives of the Company. Commitment toethical professional conduct is a must for every employee including Board members andsenior management personnel of the Company. The Code is intended to serve as a basis forethical decision-making in conduct of professional work. The Code of Conduct enjoins thateach individual in the organization must know and respect existing laws accept andprovide appropriate professional views and be upright in his conduct and observecorporate discipline. The duties of Directors including duties as an Independent Directoras 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 itswebsite. All Board members and senior management personnel affirm compliance with the Codeof Conduct annually.

20. CORPORATE SOCIAL RESPONSIBILITY

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

21. DIRECTORS & KEY MANAGERIAL PERSONNEL Board of Directors

During the year under review no changes were made in the Board of Directors of theCompany. 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 Director 20/06/2018 NA
3. Mr. Anil Kumar Gupta Whole Time Director 04/08/2018 NA
4. Ms. Pushpa Gupta Director 20/06/2018 NA
5. Mr. Ankit Rastogi Independent Director 28/12/2018 NA
6. Mr. Kapil Sharma Independent Director 28/12/2018 NA

Key Managerial Personnel:

Chief Financial Officer:

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

Company Secretary:

• During the period under review Ms. Meenu Sharma resigned from the post of theCompany Secretary and Compliance Officer with effect from 16th March 2021.

• Mr. Arjun Dhingra has been appointed as the Company Secretary and ComplianceOfficer of the Company with effect from date 27th March 2021.

22. 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.

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 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.

23. SUBSIDIARY COMPANIES TOINT VENTURE AND ASSOCIATES

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

24. AUDITORS& AUDITOR'S REPORT Statutory Auditor

Pursuant to the provisions of Section 139 of the Act read with the Companies (Audit andAuditors) 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 ofFive (5) consecutive years from the conclusion Second (2nd) Annual GeneralMeeting till the Conclusion of the Seven (7th) Annual General Meeting of theCompany at such remuneration as may be decided by the Board of Directors from time totime.

M/s. Kapish Jain & Associates. Chartered Accountants have submitted their Reporton the Financial Statements of the Company for the FY 2020-21 which forms part of theAnnual Report 2020-21.

The Auditor of the Company provided the following qualification in the Audit Report forthe FY 2020-21.

The Company was having credit facility of Rs. 2 crores with Axis Bank Limited anddefaulted in payments of demands raised by the bank. The aggregate amount of Rs. 2.06crores were outstanding as on the date of balance sheet and the same was carried since 31stDecember 2019. The bank has applied to Debt Recovery Tribunal ("DRT") Delhithe Company is restrained from selling transferring or otherwise creating third partyinterest with regards to mortgaged property (i.e. Commercial Shop owned by Mrs. PusphaGupta Directors) until further order. The aforesaid matter is pending for the nexthearing before DRT and the next hearing date is 2nd August 2021.

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

Director Comment: - The matter is still pending before the Debt Recovery Tribunal-IIIDelhi and next hearing date is 03rd September 2021.

Secretarial Auditor

M/s. Vikas Verma & Associates Company Secretaries having its Registered Office atB-502 Statesman House 148 Barakhamba Road New Delhi -110001 were appointed asSecretarial Auditors for the financial year 2020-21 pursuant to section 204 of theCompanies Act 2013. The Secretarial Audit's Report submitted by them in the prescribedForm MR-3 is attached as the "Annexure III" to this report.

Internal Auditor

The Company has complied with the requirement of the section 138 of the Companies Act2013 read with rule 13 of the Companies (Accounts) Rules 2014 and other applicableprovisions of the Act.

Cost Auditor

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

25. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS

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

26. SECRETARIAL STANDARDS

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

27. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

In the FY 2020-21 the Novel Coronavirus disease ('COVID-19') pandemic developedrapidly into a global crisis forcing governments to enforce lock-downs of all economicactivity. In enforcing social distancing to control the spread of the disease and ensuringthe health and well-being of all employees the Company's trading facilities and officeoperations were closed as and when declared by the concerned government authorities.Consequently revenues and profitability have been affected in line with the industry forfew months of delay.

The situation has come back to normal to this respect. The Company has readiness toadapt to the changing business environment and respond suitably to fulfil the needs of itscustomers while complying with the measure required by the Indian Government.

Otherwise there are no material changes or commitments which affect the financialposition of the company have occurred between the end of the financial year of the companyand the date of this report.

28. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

According to Section 134(5) (e) of the Companies Act 2013 the term "InternalFinancial Control (IFC)" means the policies and procedures adopted by the Company forensuring the orderly and efficient conduct of its business including adherence to theCompany's policies safeguarding of its assets prevention and detection of frauds anderrors accuracy and completeness of the accounting records and timely preparation ofreliable financial information. The Company has a well-placed proper and adequateInternal Financial Control system which ensures that all the assets are safeguarded andprotected and that the transactions are authorised recorded and reported correctly. Tofurther strengthen the internal control process the Company has developed the verycomprehensive compliance management tool to drill down the responsibility of thecompliance from top management to executive level.

29. DISCLOSURE ON THE PUBLIC DEPOSITS

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

30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

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

31. MANAGEMENT DISCUSSIONS & ANALYSIS REPORT

The Management's Discussion and Analysis Report for the year under review asstipulated under regulation 34 (3) and Part B of schedule V of the SEBI (ListingObligation and Disclosure Requirement) Regulation 2015 is annexed to this Annual Reportas "Annexure - IV".

32. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management andAdministration) Rules 2014 the Annual Return for FY 2020-21 is available on Company'swebsite at https://www.gfl.org.in/.

33. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERNS STATUS AND COMPANY'S OPERATIONS IN FUTURE

The Company was having credit facility of Rs. 2 crores with Axis Bank Limited anddefaulted in payment of demands raised by the bank. The aggregate amount of Rs. 2.06crores were outstanding as on the date of balance sheet and the same was carried since31st 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-IIIDelhi the Company is restrained from selling transferring or otherwise creating thirdparty interest with regards to mortgaged property (i.e. Commercial Shop owned by Mrs.Puspha Gupta Director) until further orders.

Except the matter described above the Company has not received any other significantand material order passed by the regulators or Courts or Tribunal's impacting the goingconcern status of your Company and its operation in future.

34. CORPORATE GOVERNANCE

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

35. ACKNOWLEDGEMENTS

The Board of Directors wish to place on record its deep sense of appreciation for thecommitted

services by all the employees of the Company. The Board of Directors would also like toexpress their sincere appreciation for the assistance and co-operation received from thefinancial institutions banks government and regulatory authorities stock exchangescustomers vendors members during the year under review.

For & on behalf of
Gleam Fabmat Limited
Sd/- Sd/-
Amit Gupta Anil Kumar Gupta
Date: 31.08.2021 Managing Director Whole Time Director
Place: New Delhi DIN: 03038181 DIN: 08193698

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