Golkonda Aluminium Extrusions Ltd Directors Report

Dear Members,

Your Directors hereby present the 36^th Annual Report on the business and operations of the

Company, together with the Audited Statements of Accounts and the Auditors Report for the year ended 31^st March, 2024.

1. FINANCIAL HIGHLIGHTS:

(in Thousands)

Particulars	Financial Year	Financial Year
	2023-24	2022-23
Revenue from Operations	0.00	10,347.80
Other Income	19,957.90	2,970.54
Total Revenue	19,957.90	13,318.34
Purchase of Stock-in-Trade	0.00	10,311.61
Change in Inventories of finished goods, stock-in trade	-	-
and work in progress
Employee Benefit Expenses	1,276.83	1,123.35
Finance Cost	9.03	8.32
Depreciation and Amortization Expenses	-	-
Other Expenses	4,306.11	3,332.89
Total Expenses	5,591.97	14,776.17
Profit/ (loss) before tax	14,365.94	(-)1,457.84
Tax Expenses	-	-
Profit for the year	14,365.94	(-)1,457.84
Other Comprehensive Income	-	-
Total Comprehensive Income	14,365.94	(-)1,457.84

2. DIVIDEND AND GENERAL RESERVE:

The Board of Directors of the Company have not recommended any dividend on Equity Shares for the year under review.

3. REVIEW OF OPERATIONS AND STATEMENT OF COMPANYS AFFAIRS:

During the year under review, you Company achieved a turnover of INR Nil (in Thousands) as against the Turnover of INR 10,347.80 (in Thousands) in the Previous Year.

Your Company has incurred a profit of INR 14,365.94 (in Thousands) as against the loss of INR 1,457.84 (in Thousands) in the previous year.

4. CHANGE IN THE NATURE OF BUSINESS:

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

5. SHARE CAPITAL

The Authorized Share Capital of the Company is INR 1,60,000.00 (in Thousands) divided into 1,60,00,000 Equity Shares of INR 10 each. On March 31, 2024, the paid-up equity share capital stood at INR 52,695.09 (in Thousands) divided into 52,69,509 equity shares of INR 10 each. During the year under review, there was no change in the Companys issued, subscribed and paid-up equity share capital.

6. AMOUNT TRANSFERRED TO RESERVES

The Board of Directors of the Company have not transferred any amount to the Reserves for the year under review.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of the Company was duly constituted in accordance with the provisions of the Companies Act, 2013. As of the date of the report, your company has the following Directors on its Board:

S. No. Name of Director	Designation	DIN/PAN	Date of Appointment	Date of Appointment at current designation	Date of Resignation
1 Mr. Pradeep Kumar Jain	Independent Director	03076604	18/07/2017	16/07/2022	01/06/2024
2 Mr. Anand Bharti	Executive Director	02469989	29/10/2013	23/12/2013	27/03/2024
3 Ms. Utpal Agarwal	Non-Executive Non-Independent Director	00421262	16/07/2022	16/07/2022	04/05/2024
4 Mr. Ashutosh Agrawal	Non-Executive Non-Independent Director	00421089	21/04/2022	16/07/2022	04/05/2024
5 Ms. Prashuka Jain	Independent Director	06412915	21/06/2022	16/07/2022	01/06/2024
6 Ms. Smita Chaturvedi	Company Secretary cum Compliance Officer	AOTPC6427N	25/08/2022	25/08/2022	01/06/2024
7 Ms. Geeta Sethi	Executive Director	10317304	15/04/2024	15/04/2024	-
8 Mr. Dharmendra Gupta	Independent Director	07543296	04/05/2024	04/05/2024	-
9 Mr. Suresh Rai	Independent Director	08120637	04/05/2024	04/05/2024	-
10 Ms. Namrata Sharma	Independent Director	10204473	01/06/2024	01/06/2024	-
11 Ms. Apra Sharma	Independent Director	10149103	01/06/2024	01/06/2024	-
12 Anshika Jain	Company Secretary cum Compliance Officer	ALUPJ5225B	01/06/2024	01/06/2024	-
12 Mr. Narender	Independent Director	10413009	26/07/2024	-	-
13 Mr. Ajay Kumar	Chief Financial Officer	GOLPK7531D	26/07/2024	-	-

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

? Ms. Geeta Sethi has appointed as Additional Managing Director (Executive Director) of the Company w.e.f. 15^th April, 2024. ? Mr. Dharmendra Gupta has appointed as Additional Independent Director of the Company w.e.f. 04^th May, 2024. ? Mr. Suresh Rai has appointed as Additional Independent Director of the Company w.e.f. 04^th May, 2024. ? Ms Namrata Sharma has appointed as Additional Independent Director of the Company w.e.f 1^st June, 2024. ? Ms Apra Sharma has appointed as Additional Independent Director of the Company w.e.f 1^st June, 2024. ? Ms. Anshika Jain has appointed as Company Secretary and Compliance officer of the company w.e.f 1^st June, 2024. ? Mr Narender has appointed as Additional Independent Director of the Company w.e.f 26^th July, 2024. ? Mr Ajay Kumar has appointed as Chief Financial Officer of the Company w.e.f 26^th July, 2024. ? Ms. Smita Chaturvedi has resigned from the post of Company Secretary and Compliance officer of the company w.e.f 01^st June, 2024. ? Mr. Ashutosh Agrawal has resigned from the post of Non-Executive Non-Independent Director of the Company w.e.f. 04^th May, 2024. ? Mrs. Utpal Agrawal has resigned from the post of Non-Executive Non-Independent Director of the Company w.e.f. 04^th May, 2024. ? Mr Pradeep Kumar Jain has resigned from the post of Non-Executive Non-Independent Director of the Company w.e.f. 01^st June, 2024. ? Ms. Prashuka Jain has resigned from the post of Non-Executive Non-Independent Director of the Company w.e.f. 01^st June, 2024.

8. SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings, respectively, have been duly complied with by the Company.

9. DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that:

(i) in the preparation of the annual accounts for the year ended 31^st March, 2024, the applicable accounting standards have been followed and there are no material departures from the same;

(ii) such accounting policies have been selected 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 as at 31^st March, 2024 and of the profit or loss of the Company for that period;

(iii) proper and sufficient care has been taken 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 frauds and other irregularities;

(iv) the Directors have prepared the annual accounts on a going concern basis.

(v) 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; and

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

10. AUDITORS & AUDITORS REPORT

Statutory auditors:

In accordance with the Companies Act 2013, the statutory auditors of the Company, M/s. S V P & Associates, Chartered Accountants, New Delhi, were appointed as statutory auditors of the Company. However, the Board has recommended the appointment of M/s. GSA & ASSOCIATES LLP (000257N/N500339) (LLP Registration Number AAS-8863), as the Statutory Auditors of the Company to fill the casual vacancy caused due to the resignation of M/s S V P & Associates, Chartered Accountants, (Firm Registration Number: 0003838N) dated 15.07.2024, to hold office until the conclusion of this 36^th Annual General Meeting, at such remuneration plus out-of-pocket expenses and applicable taxes etc.

Auditors Qualifications and Managements Reply:

The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

Cost auditor:

As the production of the Company is closed since July, 2013, the Company has not appointed the Cost Auditor for year 2023-2024.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed M/s. Vikas Verma & Associates, Company Secretaries, having its registered office at B-502, Statesman House, 148, Barakhamba Road, New Delhi 110001 as Secretarial Auditor for the year 2023-2024. The Report of the Secretarial Audit is annexed herewith as Annexure-I. The said Secretarial Audit Report contains qualification, reservations, adverse remarks and disclaimer.

Internal Auditor:

Pursuant to the provision of Section 134 of companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, CA. Rishu Mahajan was appointed as Internal Auditor of the Company.

11. LISTING OF SECURITIES

The Company is listed on the BSE Limited and is regular in paying the annual listing fee to the stock exchange.

12. MEETINGS OF THE BOARD AND OTHER COMMITTEES:

Meeting of the Board

During the year, the Board of Directors met 5 (Five) times during the financial year 2023-24, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The maximum interval between any two meetings did not exceed 120 days.

(i) 27th May, 2023; (ii) 11th August, 2023; (iii) 10th November, 2023; (iv) 12th February, 2024 and; (vi) 15th March, 2024.

Other Committee

The following Committees constituted by the Board function according to their respective roles and defined scope:

? Audit Committee;

? Nomination & Remuneration Committee; ? Stakeholders Relationship Committee.

Details of composition, terms of reference and number of meetings held for respective committees are given in the Report on Corporate Governance, which forms a part of this Annual Report. During the year under review, all recommendations made by the various committees have been accepted by the Board.

13.DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declaration from independent directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

14.POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate combination of executive and independent directors to maintain the independence of the Board. As on 31^st March 2024, the Board consisted of 4 (four) members, 2 (two) of whom were Independent Directors and 2 (two) were Non-Executive Non-Independent Directors. The Board annually evaluates the need for change in its composition and size. The policy of the Company on directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(3) of the Companies Act, 2013, adopted by the Board. The remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration policy of the Company.

15.BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, Independent Directors at their meeting held on 06^th March, 2024 without the participation of the Non-independent Directors and Management, considered/evaluated the Boards performance,

Performance of the Chairman and other Non-independent Directors. SEBI (LODR) Regulations, 2015 mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. The Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the Board of Directors, excluding the director being evaluated. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board.

16.RISK MANAGEMENT

The Board takes responsibility for the overall process of risk management throughout the organization. Through an Enterprise Risk Management Programme, our business units and corporate functions address risks through an institutionalized approach aligned to our objectives. This is facilitated by corporate finance. The Business risk is managed through cross-functional involvement and communication across businesses. The results of the risk assessment are presented to the senior management.

17.PUBLIC DEPOSITS

The Company has not accepted deposits from public as envisaged under Sections 73 to 76 of Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

18.CORPORATE GOVERNANCE

Report on Corporate Governance, Pursuant to Regulation 34 read with Schedule-V of SEBI (LODR) Regulations, 2015, and Certificate on Compliance of Corporate Governance form part of this Report.

19.BUSINESS RESPONSIBILITY REPORT (BRR)

Securities Exchange Board of India (SEBI) vide circular CIR/CFD/DIL/8/2012 dated August 13, 2012 has mandated the inclusion of BRR as part of the Annual Report for the top 100 listed entities. In view of the requirements specified, the Company is not mandated for the providing the BRR and hence do not form part of this Report.

20.MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as stipulated under Regulation 34(3) read with Schedule-V of the SEBI (LODR) Regulations, 2015 is presented in a separate section in this Annual Report.

21.CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

(A) Conservation of energy: N.A.

(i) the steps taken or impact on conservation of energy;

(ii) the steps taken by the Company for utilizing alternate sources of energy; (iii) the capital investment on energy conservation equipments;

(B) Technology absorption: N.A.

(i) the efforts made towards technology absorption;

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution; (iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year:- (a) the details of technology imported;

(b) the year of import;

(c) whether the technology been fully absorbed;

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and (iv) the expenditure incurred on Research and Development.

(C) Foreign exchange earnings and Outgo:

The Company had no foreign exchange earnings and outgo during the financial year

22.MANAGING DIRECTOR CERTIFICATION

As required under Regulation 17(8) of the SEBI (LODR) Regulations, 2015, the Managing Directors Certification is at Annexure-II.

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

During the Financial Year 2023-24, there have been no material changes and commitments affecting the financial position of the Company.

24.SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

25.TRANSFER OF UNCLAIMED DIVIDEND TO 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 previous years.

26.STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS

According to Section 134(5) 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 adequate internal control procedures commensurate with the size, scale and complexity of its operations.

27.PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The details of Loans and Investments and guarantees covered under the provisions of Section 186 of the Act are given in the Notes to the Financial Statements forming part of Annual Report.

28.CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions or which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 and the same is attached to this report as Annexure III.

All the contracts/arrangements/transactions entered by the Company during the financial year with related parties were in its ordinary course of business and on an arms length basis. Your Directors draw attention of the Members to Note 3.17 of Notes on Accounts to the financial statement which sets out related party disclosures.

There were no transactions of material nature with Directors/ Promoters or any related entity, which will have any potential conflict with the interests of the Company at large.

29.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 on Companys website www.gael.co.in.

30.PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and (3) of Chapter XIII, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the relevant details are furnished below:

Name of the Director / Employee	Anand Bharti
Designation	Whole Time Director & CFO
Remuneration received	4,80,000/- P.A.
Nature of employment, whether contractual or otherwise	Permanent
Qualifications and experience of the employee	Graduate
Date of commencement of employment	14/11/2013
The age of such employee	65 years
The last employment held by such employee before joining the Company	NA
The percentage of equity shares held by the employee in the	NIL
Company
Whether any such employee is a relative of any director	No

Notes:

1. There were no confirmed employees on the rolls of the Company as on 31^st March 2024.

2. Median remuneration of employees of the Company during the financial year 2023-2024 was NIL.

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

In order to prevent sexual harassment of women at work place a new act "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013" has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

During the year under review, there was no employee on the payroll of the Company, as the production of the Company is discontinued with effect from July, 2013. Therefore, the reporting requirements under the Sexual Harassment of Women at The Workplace (Prevention, Prohibition & Redressal) Act, 2013 is not applicable.

32.FAMILIARISATION PROGRAMMES

The Company familiarizes its Independent Directors on their appointment as such on the Board with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, etc. through familiarization Programme. The Company also conducts orientation programme upon induction of new Directors, as well as other initiatives to update the Directors on a continuing basis. The familiarization Programme for Independent Directors is disclosed on the Companys website www.gael.co.in.

33.CODE OF CONDUCT

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. All Board Members and Senior Management Personnel affirm compliance with the Code of Conduct annually.

34.CORPORATE SOCIAL RESPONSIBILITY [CSR]:

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

35.SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS:

There are no significant and material order passed by the regulators or Courts or Tribunals impacting the going concern status of our Company and its operation in future.

36.VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior.

Pursuant to Section 177(9) of the Act, a vigil mechanism was established for directors and employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Companys code of conduct or ethics policy. The vigil mechanism provides a mechanism for employees of the Company to approach the Chairperson of the Audit Committee of the Company for redressal. No person has been denied access to the Chairperson of the Audit Committee. The policy of vigil mechanism is available on the Companys website www.gael.co.in.

37. STATEMENT ON OTHER COMPLIANCES

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a. Details relating to deposits covered under Chapter V of the Act. b. Issue of equity shares with differential voting rights as to dividend, voting or otherwise; c. Issue of shares (including sweat equity shares and employees stock options schemes) to employees of the Company. d. Neither the Managing Director nor any of the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries; e. Fraud reported by the Auditors to the Audit Committee or the Board of Directors of the

Company; f. Scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees; g. Payment of remuneration or commission from any of its holding or subsidiary companies to the Managing Director of the Company; h. Issue of debentures/bonds/warrants/any other convertible securities. i. Details of any application filed for Corporate Insolvency under Corporate Insolvency

Resolution Process under the Insolvency and Bankruptcy Code, 2016. j. Instance of one-time settlement with any Bank or Financial Institution.

ACKNOWLEDGEMENTS

The Directors would like to thank the shareholders, employees, customers, dealers, suppliers, bankers, governments and all other business associates for their continuous support to the Company and their confidence in its management.