Dear Members,
Goblin India Limited
Your Directors hereby present the 34th Annual Report of your
company together with the Audited Standalone and Consolidated Financial Statements for the
Financial Year ended 31st March, 2023.
1. FINANCIAL HIGHLIGHTS
|
STANDALONE |
CONSOLIDATED |
| PARTICULARS |
2022-2023 |
2021-2022 |
2022-2023 |
2021-2022 |
| Revenue from Operations |
26,22,96,000 |
12,75,58,000 |
36,25,26,000 |
18,77,30,000 |
| Profit before Interest, |
4,74,42,000 |
77,62,000 |
51,47,3000 |
77,56,000 |
| Depreciation / Amortization and |
|
|
|
|
| Taxes |
|
|
|
|
| Finance Cost |
2,95,64,000 |
2,03,80,000 |
2,95,89,000 |
2,03,37,000 |
| Depreciation & Amortization |
39,01,000 |
27,82,000 |
39,09,000 |
27,93,000 |
| PROFIT BEFORE TAX |
1,39,77,000 |
(1,54,00,000) |
1,79,75,000 |
(1,53,74,000) |
| (i) Provision for Taxation |
- |
- |
- |
- |
| (Current) |
|
|
|
|
| (ii) Provision for Taxation |
|
|
|
|
| (Deferred) |
(10,92,000) |
(5,89,000) |
(10,89,000) |
(6,04,000) |
| Total Tax |
(10,92,000) |
(5,89,000) |
(10,89,000) |
(6,04,000) |
| PROFIT AFTER TAX |
1,28,85,000 |
(1,59,89,000) |
1,68,86,000 |
(1,59,78,000) |
| Earnings per share (Basic) |
1 |
(1.53) |
1.30 |
(1.53) |
| Earnings per share (Diluted) |
1 |
(1.53) |
1.30 |
(1.53) |
2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS
During the financial year under review (F.Y. 2022-23), your company has
earned a net revenue from operations on a Standalone basis of Rs. 26,22,96,000/- as
compared to net revenue of Rs. 12,75,58,000/- during the previous financial year 2021-22.
Further, your company has earned net profit amounting to Rs.
1,28,85,000/- for the financial year under review as compared to loss amounting to Rs.
1,59,88,000/- for the financial year 2021-22.
Moreover, your company has earned a net revenue from operations on a
Consolidated basis of Rs. 36,25,26,000/- for the financial year 2022-23 as compared to net
revenue of Rs. 18,77,34,000/- during the previous financial year. Further, your company
has earned profit amounting to Rs. 1,68,86,000/- for 2022-23 as compared to loss amounting
to Rs. 1,59,78,000/- in the previous year on consolidated basis. The operations of the
company have improved during the current year as compared to the decline during the
previous year. Moreover, your directors are continuously looking for new avenues for
future growth of the company and expect growth with introduction of better and varied
product lines and accessories.
3. RESERVES AND SURPLUS:
The Company has Reserves and Surplus of Rs. 16,74,53,000/- in the
present financial year (FY 2022-23) as against the Reserve and Surplus of Rs.
12,43,82,000/- during the previous financial year (FY 2021-22).
4. DIVIDEND
In order to conserve resources; your directors have not recommended any
dividend for the Financial Year 2022-23.
5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND
There is no unclaimed/unpaid Dividend within the meaning of the
provisions of Section 125 of the Companies Act, 2013.
6. SHARE CAPITAL
During the financial year under review; the board at its meeting held
on 16th August, 2022 subject to approval of the shareholders of the company,
recommended Preferential issue of upto 25,00,000 equity shares of face value of Rs. 10/-
each at an issue price of Rs. 22/- on a private placement basis.
Resolutions with regard to the aforesaid matter, was duly approved by
the shareholders vide an Extraordinary General Meeting dated 9th September,
2022. Thereafter, the board of directors having received the requisite approval from
shareholders and the stock exchange (BSE Limited) approved the allotment of upto 25,00,000
equity shares of face value of Rs. 10/- each at an issue price of Rs. 22/- on a private
placement basis vide a board meeting dated 26th September, 2022. The new shares
issued were ranking pari passu with the existing fully paid-up equity shares of the
company.
Furthermore, the Authorized Share Capital of the company was also
increased from Rs. 11,00,00,000/- (Rupees Eleven Crore Only) divided into 1,10,00,000
(Rupees One Crore Ten Lakh Only) equity shares of face value of Rs. 10/- (Rupees Ten Only)
each to Rs. 13,00,00,000/- (Rupees Thirteen Crore Only) divided into 1,30,00,000 (One
Crore Thirty Lakh Only) equity shares of Rs. 10 /- (Rupees Ten Only) each pursuant to the
Preferential issue of equity shares.
Thus, the overall capital structure of the Company pre and post
preferential issue of equity shares (on private placement basis) is
as stated below:
| PARTICULARS |
PRE PREFERENTIAL ISSUE |
POST PREFERENTIAL ISSUE |
|
| Authorized Share Capital |
11,00,00,000/- divided into 1,10,00,000
equity shares of face value of Rs. 10/- each |
Rs. 13,00,00,000/- 1,30,00,000 equity 10 /-
each |
divided into shares of Rs. |
| No. of fully paid-up equity shares |
1,04,43,876 |
1,29,43,876 |
|
| Face value per share (in Rs.) |
Rs. 10/- |
Rs. 10/- |
|
| Issued, Subscribed and Paid-up Share Capital |
Rs. 10,44,38,760/- |
Rs. 12,94,38,760/- |
|
Moreover, after the end of financial year 2022-2023 and as on date of
this report, the company had made further issue of equity shares through preferential
issue on a private placement basis for upto 12,00,000 equity shares of face value of Rs.
10/- each at an issue price of Rs. 78/- each. Accordingly, pursuant to such further issue
made by the company the current share capital of the company has increased to Rs.
13,81,88,760/- and the same is detailed below:
| PARTICULARS |
PRE PREFERENTIAL ISSUE |
POST PREFERENTIAL ISSUE |
| Authorized Share Capital |
Rs. 13,00,00,000/- 1,30,00,000 equity 10 /-
each divided into shares of Rs. |
Rs. 14,20,00,000/- 1,42,00,000 equity 10 /-
each divided into shares of Rs. |
| No. of fully paid-up shares equity |
1,29,43,876 |
1,38,18,876 |
| Face value per share (in Rs.) |
Rs. 10/- |
Rs. 10/- |
| Issued, Subscribed and Paid-up Share Capital |
Rs. 12,94,38,760/- |
Rs. 13,81,88,760/- |
7. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS /COURTS /
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS
OPERATIONS IN FUTURE
During the financial year under review, there were no
significant/material orders passed by the Regulators or Courts or Tribunals impacting the
going concern status of your Company and its operations in future.
8. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL
STATEMENTS
During the year under review, your company has appointed A.D.
Brahmbhatt & Co., Chartered Accountants as the Internal Auditors of the Company for
the Financial Year 2022-2023 to evaluate and manage the efficacy and adequacy of Internal
Controls and to ensure that adequate systems which are placed in the company, are adhered
with time to time checks and to ensure that the compliance procedures and policies are
adhered. Moreover, during the year, such controls were tested and accordingly, no
reportable material weaknesses in the operations of the company were observed.
9. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE
FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH
THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
The Board wishes to inform its members that between the end of the
Financial Year 2022-2023 and the date of this report the following material changes and
commitments affecting the financial position of your company took place: a) The company
has vide its board meeting dated 15th March, 2023; proposed to create, issue,
offer and allot upto 12,00,000 equity shares on preferential basis and Issuance of upto
25,64,102, secured, unrated, unlisted Optionally Convertible Debenture (OCDs) of face
value of 78/- each ("OCD") on such terms and conditions as may be determined by
board, on a preferential basis ("Preferential Issue") for augmenting long term
business requirements and other general corporate purposes. b) Further, the above
mentioned agenda has been approved by the shareholders of the company vide an
Extraordinary General Meeting dated 14th April, 2023. However, on due to
non-fulfillment of one of the requirement by the investor OCD; the said issue was
postponed and withdrawn by the company in order to adhere with the SEBI (ICDR)
requirements and the stock exchange guidelines. c) Furthermore; the company, having
received shareholders approval vide EGM dated 14th April, 2023 has
increased its borrowings limits as per provisions of section 180(1)(c) as well as enhanced
the limits for extending loans, making investments and providing guarantees or security as
per provisions of section 186 of the Companies Act, 2013. d) In order to expand current
business prospects; the company has proposed the acquisition of M/s. GT HASTEN INDUSTRIES
LLP by incorporating a wholly owned subsidiary named GOBLIN INDUSTRIES (INDIA) PRIVATE
LIMITED for a total gross consideration of Rs. 18.50 Crores. In addition, the company
(Goblin India Limited) has proposed investment in the said LLP by becoming 1% partner in
the said LLP on such terms and conditions as agreed between the parties. e) During the
year under review, pursuant to the above transaction, now the company has a new wholly
owned subsidiary i.e. GOBLIN INDUSTRIES (INDIA) PRIVATE LIMITED incorporated on 7th
April, 2023.
10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS
AND OUTGO
Pursuant to provisions of Section 134 of the Companies Act, 2013 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
"A" which forms part of this report.
11. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT
POLICY OF THE COMPANY
The risk management process is followed by the company to ensure timely
identification, categorization and prioritization of operational, financial and strategic
business risks. Teams are authorized for managing such risks and updating to senior
management.
12. SECRETARIAL STANDARDS
The Company has complied with applicable Secretarial Standards issued
by the Institute of Company Secretaries of India (ICSI).
13. LISTING WITH STOCK EXCHANGE
The equity shares of the Company are traded on SME exchange of Bombay
Stock Exchange (BSE SME) since listing of equity shares on 15th October 2019.
14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION
186 OF THE
COMPANIES ACT, 2013
Details of loans given, guarantees issued or investments made to which
provisions of Section 186 as applicable are given in the notes to the Financial Statements
and are in compliance with the provisions of the Companies Act, 2013.
15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
With reference to Section 134 (3) (h) of the Companies Act, 2013, all
contracts and arrangements with related parties under Section 188(1) of the Act, entered
by the Company during the Financial Year, were in the ordinary course of business and on
an arms length basis.
The details of transactions with the company and related parties are
given as information under Notes to Accounts and Form AOC-2 as Annexure "B"
which forms part of this Report.
16. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR
DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY
IN THEIR REPORTS
? The Statutory Auditors have raised certain qualifications,
reservations or remarks in their respective audit report for the financial year ended on
31st March, 2023. The specific notes forming part of the accounts referred to
in the Auditors Report are self-explanatory, however, for certain qualifications and
remarks of the auditors, the board has given adequate explanations which is mentioned
below:
| SR.NO. |
QUALIFIED OPINION |
MANAGEMENTS REPLY ON |
|
|
AUDITORS QUALIFIED OPINION |
| 1. |
TRADE RECEIVABLES: |
|
|
The Companys Trade
Receivables are carried in the Balance Sheet at Rs. 2946.61 Lakhs (Standalone Basis) and
Rs. 3029.44 Lakhs (Consolidated Basis), out of the same, Trade Receivables outstanding for
more than two years amounts for Rs. 750. 75 Lakhs. |
Management has assessed
that: no ‘adjustments are required for carrying value of the said balances. As per
the requirements of AS - 29 Provisions, Contingent Liabilities and Contingent
Assets. Consequently. |
|
|
In addition to above, the
management informed that the Trade Receivables outstanding from debtors of Rs. 6.93 Crore
for more than 2 years are not to be treated as bad debts. As the resulting delay in
receipt of payment from debtors is due to COVID-19 situations and circumstances that had
impacted business. However, they have committed to the management that they will make
payment within reasonable time- period. |
| 2. |
INVENTORIES: |
|
|
The Company generally
follows AS - 2 and value the inventory at cost or Realizable value whichever is lower.
However, the closing stock of Rs. 1113.49 Lakhs (Standalone Basis) and Rs.1639.86 Lakhs
(Consolidated Basis) include slow-moving stock of Rs. 195.17 Lakhs which is valued at cost
and needs to be valued at NRV. |
Management has assessed
that; no adjustments are required for carrying value of inventories. The management is of
the opinion that the Company will sell their slow moving stock as per the actual price and
not at any discounted Price. So there is no need to value the slow moving stock at NRV
(Net Realizable Value). |
| 3. |
PAYMENT OF INTEREST ON
DUES OF MICRO AND SMALL ENTERPRISES AS PER MSMED ACT: |
|
|
For the year
ending on 31st March, 2023, the company has total outstanding dues amounting to
Rs. 100.22 Lakhs (Previous Year Rs. 134.88 Lakhs) to the Micro and Small Enterprises,
which qualify as per the definition given in the MSMED Act, 2006. |
The management has assessed
that as the outstanding amount is under dispute, there is no need to provide any interest
on such outstanding dues. |
Accordingly, the
company has not made any provision for providing interest on the same. |
As per the
provisions of MSMED Act, if the payment is not made within time stipulated therein,
interest on outstanding amount is payable. |
| Further, the management
affirms that if the dispute is resolved it shall make payments as per provisions of MSMED
Act. |
? The Secretarial Auditors have notified certain comments in their
Secretarial Audit Report for F.Y. 2022-23 for non-complying in timely manner on certain
SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015; compliances.
Further, the below table provides a brief on clarification provided by
the management in respect of observations made by Secretarial Auditor in the Secretarial
Audit for the year ended 31st March, 2023:
| Reference No. |
Secretarial Auditors
Observations |
Companys Reply |
| f1 |
In pursuance to
Section 149 (4) of the Companies Act, 2013 read with Rule 4 of the Companies (Appointment
and Qualifications of Directors) Rules, 2014, the Company is required to appoint minimum 2
Independent Directors on the Board of the Company. However, due to resignation of Mr.
Manmohan Dixit, Independent Director, the Company had only 1 Independent Director between
10th November, 2021 to 2nd May, 2022. |
The management has
clarified that the resulting vacancy was due to difficulty in managing work due to COVID
outbreak as well as non-availability of suitable candidate for the said designation. Thus,
as soon as a suitable candidate was |
found by the company; the
resulting vacancy was filled. Also, after such appointment the company had made compliance
with the board composition. |
| 2 |
The Company in its Board Meeting
held on 5th September, 2022 has approved the directors report and other agendas
pertaining to AGM of the F.Y. 2021-22 and on 26 th September,2022 has approved
the allotment of 25,00,000 Equity Shares on preferential basis , however the Company had
given less than 2 working days prior notice to the Stock Exchange. |
The management has
clarified that the said board meeting of the company was held considering normal business
working days and not as per the exchange working days. Accordingly, the said board meeting
intimations were made counting normal business working days. |
However, the company
assures that going forward it shall consider working days as per the SEBI Listing
Regulations & Stock Exchange requirements and make compliance accordingly. |
17. POLICIES
A. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
In compliance with Section 177 of the Companies Act, 2013 and other
applicable provisions, the company has formulated a Vigil Mechanism / Whistle Blower
Policy (Mechanism) for its Stakeholders, Directors and Employees in order to promote
ethical behavior in all its business activities and in line with the best governance
practices and the company is committed to adhere to the highest standards of ethical,
moral and legal conduct of business operations.
Vigil Mechanism provides a channel to report to the management concerns
about unethical behavior, actual or suspected fraud or violation of the code of conduct or
policy. It provides adequate safeguards against victimization of directors, employees and
all stakeholders. It also provides direct access to the Chairman of the Audit Committee.
The policy is available on the website of the company
www.goblinindia.com.
B. PROTECTION OF WOMEN AGAINST SEXUAL HARASSMENT
Your company believes in providing a healthy, safe and harassment-free
workplace for all its employees. Further company ensures that every women employee is
treated with dignity and respect.
The Company has in place an Anti-Sexual Harassment Policy as per the
requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition
& Redressal) Act, 2013. During the year under review, no complaints of sexual
harassment have been received by the company.
C. CODE OF CONDUCT TO REGULATE, MONITOR AND REPORT TRADING BY INSIDERS
Your company has in place the code of conduct to regulate, monitor and
report trading by Directors and Designated Employees in order to protect the
investors interest as per Securities and Exchange of Board of India (Prohibition of
Insider Trading) regulations, 2015. As per the code periodical disclosures and
pre-clearances for trading in securities by the Directors, Designated Employees and
Connected Persons is regulated and monitored.
18. DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
The present Board of Directors consists of half of Non-executive/
Independent directors.
As on date the board comprises of one (1) Managing Director, one (1)
Whole-time Director, one (1) Non-Executive Director and two (2) Independent Directors
(Non-Executive).
Moreover, as on the date of this report, Mr. Yatin Hasmukhlal Doshi
(DIN: 02168944) was appointed as the Additional Executive Director of the company on
recommendation of the Nomination & Remuneration Committee vide Board Meeting dated 5th
September, 2023. Furthermore, the board of directors have recommended for members
approval the regularization of Mr. Yatin Hasmukhlal Doshi as an Executive Director of the
company at the ensuing Annual General Meeting of the company.
Thus, at present the composition and category of Directors & KMP of
the company are as follows:
| CATEGORY |
NAME OF DIRECTORS & KEY MANAGERIAL |
|
PERSONNEL ALONGWITH THEIR DESIGNATION |
| Promoter & Executive Director |
Mr. Manojkumar Jagdishprasad Choukhany |
|
(Chairman & Managing Director) |
|
Mrs. Sonam Choukhany |
|
(Whole-time Director) |
| Executive Director |
Mr. Yatin Hasmukhlal Doshi |
|
(Additional Executive Director w.e.f.
05/09/2023) |
| Non - Executive Director |
Mr. Manish Agrawal |
|
(Non - Executive Director) |
| Independent Directors |
Ms. Harshita Singhal |
|
(Non - Executive Independent Director) |
|
Mrs. Nidhi Jain |
|
(Non - Executive Independent Director) |
| Key Managerial Personnel |
Ms. Farhat Mohanif Patel |
|
(Company Secretary and Compliance Officer) |
|
Mr. Ajay Singhania |
|
( Chief Financial Officer) |
Declaration of Independence
All independent directors have given declarations confirming that they
meet the criteria of independence as prescribed both under Section 149 of the Companies
Act, 2013 and Regulation 16(1) (b) SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 with the Stock
Exchanges.
Independent Directors Meeting
The Independent Directors met on 16th August, 2022 and
reviewed the performance of non- independent directors and the Board as a whole; the
performance of the Chairman of the company, taking into account the views of Executive
Directors and Non-Executive Directors and assessed the quality, quantity, and timeliness
of the flow of information between the Company Management and the Board that is necessary
for the Board to effectively and reasonably perform the duties.
B. MEETINGS OF THE BOARD
During the year under review, ten (10) Board Meetings were convened.
The intervening gap between the meetings were within the period prescribed under the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) 2015, as
amended from time to time.
Furthermore, during the year under review and as on the date of this
report; the company has held two (2) Extraordinary General Meeting of members which is as
detailed below:
| SR. NO. |
PARTICULARS |
| 1. |
Extraordinary General Meeting dated 09th
September, 2022 |
| 2. |
Extraordinary General Meeting dated 14th
April, 2023 |
C. COMMITTEES OF THE BOARD OF DIRECTORS
In compliance with the requirement of applicable laws and as part of
the best governance practice, the Board has constituted various Committees of its members.
These Committees hold meetings at such frequencies as is deemed necessary by them to
effectively undertake and deliver upon the responsibilities and tasks assigned to them.
Minutes of the meetings of each of these Committees are tabled regularly at the Board
Meetings.
Your Company currently has 3 (Three) Committees viz.: as per
changes in board members during the year.
(a) Audit Committee
The Audit Committee comprises of the following members at present:-
| Ms. Nidhi Jain |
Chairman |
| Ms. Harshita Singhal |
Member |
| Mr. Manojkumar Choukhany |
Member |
Eight (8) Audit Committee meetings were held during the financial year
2022-23. Moreover, the Company Secretary acts as the Secretary of the Committee.
Composition
The Company has a qualified and Independent Audit Committee which acts
as a link between the Statutory and Internal Auditors and the Board of Directors. The
terms of reference of the Audit Committee cover the matters specified for Audit Committee
in the SEBI Listing Regulations and Section 177 of the Companies Act, 2013.
(b) Stakeholders Relationship Committee
The Stakeholders Relationship Committee comprises of the following
members at present-
| Mr. Manish Agarwal |
Chairman |
| Ms. Nidhi Jain |
Member |
| Mr. Manojkumar Choukhany |
Member |
Four (4) meetings were held for the Committee during the financial year
2022-23. Moreover, the Company Secretary acts as the Secretary of the Committee. There is
no outstanding complaint as on 31st March, 2023.
Composition
The Stakeholders Relationship Committee is constituted according to
Section 178 of the Companies Act, 2013 and SEBI Listing Regulations. The Committee ensures
cordial investor relations and oversees the mechanism for redressal of investor
grievances. The Committee specifically looks into redressing shareholders and investor
complaints/ grievances pertaining to share transfers, non-receipts of annual reports, non-
receipt of dividend and other allied complaints.
(c) Nomination and Remuneration Committee
The Nomination and Remuneration Committee comprises of the following
members at present - as per changes in board members during the year.
| Ms. Nidhi Jain |
Chairman |
| Mr. Manish Agarwal |
Member |
| Ms. Harshita Singhal |
Member |
During the financial year 2022-23, Four (4) Nomination and Remuneration
Committee meetings were held. Moreover, the Company Secretary acts as the Secretary of the
Committee.
BOARD EVALUATION
The Board adopted a formal mechanism for evaluating its performance as
well as that of its Committees and individual Directors, including the Chairman of the
Board. The exercise was carried out through a structured evaluation process covering
various aspects of the Boards functioning such as composition of the Board &
committees, experience & competencies, performance of specific duties &
obligations, contribution at the meetings and otherwise, independent judgment, governance
issues etc.
D. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions under Section 134(5) of the Companies Act,
2013, with respect to
Directors Responsibility Statement, the Directors confirm:
(a) That in the preparation of the Annual Accounts, the applicable
Accounting Standards have been followed and no material departures have been made from the
same; (b) 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; (c) 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; (d) That they had prepared the
Annual Accounts on a going concern basis; (e) 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 (f) 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.
19. AUDITORS
(i) STATUTORY AUDITORS
The Statutory Auditors of the company M/s. O.R. MALOO & CO,
Chartered Accountants, Ahmedabad having ICAI Firm Registration No. 135561W, have presented
the audit report for the year under review.
(ii) SECRETARIAL AUDITORS
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 have appointed M/s. Mukesh J. & Associates, Company Secretaries for
conducting Secretarial audit of the company for the year ended 31st March,
2023. Secretarial Audit Report shall be issued by Mr. Mukesh Jiwnani, Practicing Company
Secretary in Form MR -3 ("Annexure - F") forms part of this report.
20. FINANCE & ACCOUNTS
Your Company prepares its financial statements (Standalone and
Consolidated) in compliances with the requirements of the Companies Act, 2013 and the
Generally Accepted Accounting Principles (GAAP) in India.
Cash and Cash Equivalents on Standalone basis as at March 31, 2023 were
Rs.13,68,000/- Cash and Cash Equivalents on Consolidated basis as at March 31, 2023 were
Rs. 20,02,000/-
The company continues to focus on its working capital; receivables and
other parameters were kept under check through continuous monitoring.
21. PUBLIC DEPOSITS
Your company has not invited, accepted, received or renewed any
deposits from public falling within the meaning of Section 73 and 76 of the Companies Act,
2013 and the Companies (Acceptance of Deposit) Rules, 2014, as amended from time to time
during the year under review and accordingly, there were no deposits which were due for
repayment on or before 31st March, 2023.
22. SHARES
a. BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year
under review.
b. SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year
under review.
c. BONUS SHARES
The Company has not issued Bonus Shares during the year under review.
d. EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
23. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
Your company has one subsidiary company named Goblin France SARL but
does not have any Joint Venture or Associate Companies. The Report on the performance and
financial position of subsidiary in Form AOC-1 pursuant to first proviso to Sub-section
(3) of Section 129 of the Act and Rule 5 of Companies (Accounts) Rules, 2014 is annexed to
this Report as Annexure"C".
24. CORPORATE GOVERNANCE
In line with the Companys commitment to good Corporate Governance
Practices, your Company has complied with all the mandatory provisions as prescribed in
SEBI Listing Regulations and other applicable provisions.
25. LITIGATIONS
There were no litigations outstanding as on March 31, 2023.
26. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY
AND
BANKRUPTCY CODE 2016:
During the year under the review, there were no applications made or
proceedings pending in the name of the company under the Insolvency and Bankruptcy Code,
2016.
27. NUMBER OF COMPLAINTS RELATING TO CHILD LABOUR, FORCED LABOUR,
INVOLUNTARY
LABOUR
During the year under review, no cases of child labour, forced labour,
involuntary labour and discriminatory employment were reported.
28. EXTRACT OF ANNUAL RETURN
The Annual Return of the Company will be placed on the website of the
company pursuant to the provisions of Section 92(3) read with Rule 12 of the Companies
(Management and Administration) Rules 2014, the web link of the same is at
www.goblinindia.com
29. MANAGEMENT DISCUSSION AND ANALYSIS (MDA)
The Management Discussion and Analysis Report, highlighting the
important aspects of the business of the company for the year under review is given as a
separate statement as Annexure -"E", which forms part of this Annual
Report.
30. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
Your company has in place a structured induction and familiarization
programme for the Independent Directors of the company. Your company through such
programmes, familiarizes the Independent Directors with a brief background of your
company, their roles, rights, responsibilities, nature of the industry in which it
operates, business model operations, ongoing events, etc. They are also informed of the
important policies of your company including the Code of Conduct for Directors and Senior
Management Personnel and the Code of Conduct for Prevention of Insider Trading. Brief
details of the familiarization programme are uploaded on the website of your company
(www.goblinindia.com).
31. PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure
"D" which forms a part of this report.
32. HUMAN RESOURCE MANAGEMENT
At Goblin India Limited, we believe that human resources are precious
assets of the company. The motto during the year has been to enhance the morale and
capabilities of the employees. We strongly believe in favorable work environment that
encourages innovation and creativity. Your Company has established an organization
structure that is agile and focused on delivering business results, stimulating
performance culture and motivating employees to develop themselves personally and
professionally.
33. FRAUD REPORTING
There have been no instances of fraud reported by the Statutory
Auditors under Section 143(12) of the Act and Rules framed thereunder either to the
Company or to the Central Government.
34. CAUTIONARY STATEMENT
Statements in the Boards Report describing the companys
objective, expectations or forecasts may be forward looking within the meaning of
applicable laws and regulations. Actual results may differ materially from those expressed
in the statement.
35. ACKNOWLEDGEMENT
The Directors wish to place on record their appreciation for the
assistance, cooperation, and support received from all the clients, vendors, bankers,
Registrar of Companies, auditors, suppliers, Government bodies, shareholders and other
business associates.
The Directors also acknowledge the hard work, dedication and commitment
of the employees. Their enthusiasm and unstinting efforts have enabled the company to grow
during the year under review.
The Board deeply acknowledges the trust and confidence placed by the
clients of the company and all its shareholders. Your Directors look forward to the long
term future confidently.
FOR AND ON BEHALF OF THE BOARD
|
SD/- |
| PLACE: AHMEDABAD |
MANOJKUMAR CHOUKHANY |
| DATE: 5TH SEPTEMBER, 2023 |
CHAIRMAN & MANAGING DIRECTOR |
|
DIN: 02313049 |
+91-9892691696
