goblin india ltd share price Directors report


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