Dear Members,
Goblin India Limited
Your Directors hereby present the 35thAnnual Report of your company together
with the Audited Standalone and Consolidated Financial Statements for the Financial Year
ended 31st March, 2024.
1. FINANCIAL HIGHLIGHTS
| PARTICULARS |
STANDALONE |
CONSOLIDATED |
|
2023-2024 |
2022-2023 |
2023-2024 |
2022-2023 |
| Revenue from Operations |
30,79,90,000 |
26,22,96,000 |
44,42,80,000 |
36,25,26,000 |
| Profit before Interest, |
4,85,70,000 |
4,74,42,000 |
5,63,88,000 |
51,47,3000 |
| Depreciation / Amortization and Taxes |
|
|
|
|
| Finance Cost |
2,61,59,000 |
2,95,64,000 |
2,61,68,000 |
2,95,89,000 |
| Depreciation & Amortization |
70,74,000 |
39,01,000 |
70,80,000 |
39,09,000 |
| PROFIT BEFORE TAX |
1,53,37,000 |
1,39,77,000 |
2,31,40,000 |
1,79,75,000 |
| (i) Provision for Taxation |
- |
- |
- |
- |
| (Current) |
|
|
|
|
| (ii) Provision for Taxation |
|
|
|
|
| (Deferred) |
19,31,000 |
(10,92,000) |
16,12,000 |
(10,89,000) |
| Total Tax |
19,31,000 |
(10,92,000) |
16,12,000 |
(10,89,000) |
| PROFIT AFTER TAX |
1,72,68,000 |
1,28,85,000 |
2,47,52,000 |
1,68,86,000 |
| Earnings per share (Basic) |
1.25 |
1 |
1.79 |
1.30 |
| Earnings per share (Diluted) |
1.25 |
1 |
1.79 |
1.30 |
2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS
During the financial year under review (F.Y. 2023-24), your company has earned a net
revenue from operations on a Standalone basis of Rs. 30,79,90,000/- as compared to net
revenue of Rs. 26,22,96,000/- during the previous financial year 2022-23.
Further, your company has earned net profit amounting to Rs. 1,72,68,000/- for the
financial year under review (F.Y. 2023-24) as compared to profit amounting to Rs.
1,28,85,000/- for the financial year 2022-23.
Moreover, your company has earned a net revenue from operations on a Consolidated basis
of Rs. 44,42,80,000/- for the financial year 2023-24 as compared to net revenue of Rs.
36,25,26,000/- during the previous financial year. Further, your company has earned profit
amounting to Rs. 2,47,52,000/- for 2023-24 as compared to profit amounting to Rs.
1,68,86,000/- 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. 24,42,21,000/- in the present financial
year (FY 2023-24) as against the Reserve and Surplus of Rs. 16,74,53,000/- during the
previous financial year (FY 2022-23).
4. DIVIDEND
In order to conserve resources; your directors have not recommended any dividend for
the Financial Year 2023-24.
5. TRANSFER OF UNCLAIMED DIVIDENDTO INVESTOR EDUCATION AND PROTECTION FUND
During the year under review, 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 15th
March, 2023 subject to approval of the shareholders of the company, recommended
i. Preferential issue of upto 12,00,000 equity shares of face value of Rs. 10/- each at
an issue price of Rs. 78/- on a private placement basis.
Resolutions with regard to the aforesaid matter, was duly approved by the shareholders
vide an Extraordinary General Meeting dated 14th April, 2023. Thereafter, the
board of directors having received the share application money for 8,75,000 equity shares,
approved the allotment of upto 8,75,000 equity shares of face value of Rs. 10/- each at an
issue price of Rs. 78/- on a private placement basis vide a board meeting dated 29th
May, 2023 post the requisite approval from shareholders and the stock exchange (BSE
Limited). The new shares issued were ranking pari passu with the existing fully paid-up
equity shares of the company.
Further, the company had received shareholders and the stock exchange (BSE Limited)
approval for additional issuance of Upto 25,64,102; 6% Secured, Unrated, Unlisted
Optionally Convertible Debentures (‘OCD'). However, due to circumstantial events,
purely belonging to the internal matter of Investor, requisite financial arrangements were
not met within the prescribed time period laid under the SEBI (ICDR) Regulations, 2018.
Thus, the said issue had lapsed. The requisite filings with respect to said matter are
compiled henceforth.
Furthermore, the Authorized Share Capital of the company was also increased from Rs.
13,00,00,000/- (Rupees Thirteen Crore Only) divided into 1,30,00,000 (One Crore Thirty
Lakh Only) equity shares of face value of Rs. 10/- (Rupees Ten Only) each to Rs.
14,20,00,000/- (Rupees Fourteen Crore Twenty Lakh Only) divided into 1,42,00,000 (One
Crore Forty-Two 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 |
Rs. 13,00,00,000/- divided into 1,30,00,000 equity shares of Rs. 10
/- each |
Rs. 14,20,00,000/- divided into 1,42,00,000 equity shares of Rs. 10
/- each |
| No. of fully paid-up equity shares |
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/- |
Moreover, after the end of financial year 2023-2024 and as on date of this report, the
company has received the requisite shareholders' approval for raising of funds by way of a
Further Public Offering (FPO) for upto Rs. 25,00,00,000/- (Rupees Twenty-Five Crore Only).
Accordingly, as on date of this report; the current Authorized share capital of the
company has increased to Rs. 24,50,00,000/- and the same is detailed below:
| PARTICULARS |
F.Y. 2023-24 |
F.Y. 2024-25 |
| Authorized Share Capital |
Rs. 14,20,00,000/- divided into |
Rs. 24,50,00,000/- divided into |
|
1,42,00,000 equity shares of |
2,45,00,000 equity shares of |
|
Rs. 10 /- each |
Rs. 10 /- each |
7. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS /COURTS /
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S 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
2023-2024 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 YEARTO 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
2023-2024 and the date of this report the following material changes and commitments
affecting the financial position of your company took place:
a) The company had received ‘In-principal approval' for the issue of 8,75,000
equity shares of Rs. 10/- each to be issued at a price not less than Rs. 78/- 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").
However, due to circumstantial events, purely belonging to the internal matter of
Investor, requisite financial arrangements were not met within the prescribed time period
laid under the SEBI (ICDR) Regulations, 2018. Thus, the said issue was postponed and
withdrawn by the company in order to adhere with the SEBI (ICDR) requirements and the
stock exchange guidelines. b) The company had received the requisite shareholders'
approval for making disinvestment in GOBLIN FRANCE SARL, the wholly-owned subsidiary
company of Goblin India Limited. Moreover, the procedural formalities for the same are
still under process and shall be completed as per mutual terms agreed between parties. c)
The company had received the requisite shareholders' (vide Extraordinary General Meeting
dated 8th June, 2024) and stock exchange's (BSE Limited) approval for issuance
of upto 6,00,000 convertible equity warrants on preferential basis to non-promoters.
However, due to non-fulfillment of financial obligations by the investors within the
prescribed time limit as per the SEBI (ICDR) Regulations; the said issue had lapsed and
the board decided to consider the said issue once requisite approvals from appropriate
authorities are received by the company. d) The company has received the requisite
shareholders' approval vide Extraordinary General Meeting dated 8th June, 2024
for raising of funds upto Rs. 25 Crores via further public offering of equity shares of
the company in order to expand company's business profile including its manufacturing and
production capacity. Further, the company has initiated the requisite procedural
formalities in order to execute the said offer of securities.
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) post 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 arm's 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 ADVERSEREMARKS OR
DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICINGCOMPANY 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 31stMarch, 2024.
The specific notes forming part of the accounts referred to in the Auditor's 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 |
MANAGEMENT'S REPLY ON AUDITORS QUALIFIED OPINION |
| 1. TRADE RECEIVABLES: |
|
| The Company's Trade Receivables are carried in the Balance Sheet at Rs. 3,038.78
Lakhs (Standalone Basis) and Rs. 3,152.23 Lakhs (Consolidated Basis), out of the same,
Trade Receivables outstanding for more than three years amounts for Rs. 365.71 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 and furthermore, had slowed down
business operations. |
|
However, apart from above the other debtors have committed to the management that
they will make payment within reasonable time period and furthermore the company has also
taken actions to review and amend its credit period given to debtors. |
| 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. 1,423.79 Lakhs includes
slow-moving stock of Rs. 546.65 Lakhs (on standalone basis) and Rs. 1,617.77 Lakhs
includes slow-moving stock of Rs. 546.65 Lakhs (on consolidated basis) which is valued at
cost and needs to be valued at NRV. Management has assessed that; no adjustments are
required for the carrying value of inventories, which is not in accordance with the
requirements of AS 2 'Valuation of Inventories'. |
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). |
| Consequently, in the absence of sufficient appropriate audit evidence to support
the Management's contention of valuation of such inventories, we are unable to comment
upon the adjustments if any, that are required consequential impact if any on the
accompanying standalone financial results. |
|
| 3. PAYMENT OF INTEREST ON DUES OF MICRO AND SMALL ENTERPRISES AS PER MSMED ACT: |
|
| For the year ending on 31st March 2024, the company has total
outstanding dues amounting to Rs. 84.90 Lakhs (Previous Year Rs. 100.22 Lakhs) to the
Micro and Small Enterprises, which qualify as per the definition given in the MSMED Act,
2006. As per the provisions of MSMED Act, if the payment is not made within time
stipulated therein, interest on outstanding amount is payable. For the period under
consideration, the company does not provide any interest due on the outstanding balance
due to Micro and Small Enterprises. |
The management has assessed that as the outstanding amount is under dispute and as
of now there is no requirement to provide any interest on such outstanding dues. |
| Management has assessed that; as the payment outstanding is under dispute, there is
no need to provide any interest on such outstanding dues. Consequently, in the absence of
sufficient appropriate audit evidence to support the Management's contention of not
providing the interest due to Micro and Small Enterprises, we are unable to comment upon
the adjustments if any, that are required consequential impact if any on the accompanying
standalone financial results. |
Accordingly, the company has not made any provision for providing interest on the
same. Further, the management affirms that if the dispute is resolved it shall make
payments as per provisions of MSMED Act. |
| 4. PAYMENT OF MANAGERIAL REMUNERATION AS PER SECTION 197 OF THE COMPANIES ACT,
2013: |
|
| The Company has accounted for managerial remuneration paid / payable to Whole Time
Directors (including Managing Director) of the Company aggregating Rs. 27 Lakhs for the
financial years ended 31 March 2024 (Previous year Rs. 24 Lakhs) in excess of the limits
prescribed under Section 197 of the Act, in respect of which approvals from the
shareholders have been obtained as prescribed, however prior approval from the lenders of
the Company in accordance with Section 197 has not been obtained by the Company. |
The management of the company hereby clarifies that the managerial remuneration
paid is within the limits provided under the Companies Act, 2013. However, one of _ the
conditions as stated by the auditor in his report remained unfulfilled and the same was
due to an ongoing dispute with one of its lenders; as a result of which the company was
unable to obtain prior approval of such lender. |
|
However, the company has assured to resolve the said dispute and furthermore has
assured that it shall not make payment of remuneration to its managerial personnel till
such dispute is resolved and prior approval is obtained from the lender. |
| 5. DEFAULT IN REPAYMENT OF LOANS TAKEN FROM BANK: |
|
| The company during the year and also in the previous year had not made repayment of
dues to banks. As shown in the Long- Term Borrowings and Short-Term Borrowings of the
financial statement for the year ended 31.03.2024, amounting to Rs. 1,564.65 Lakhs
(Previous Year Rs. 1,765.21) which represent the Term loan from Banks and NBFCs. Such
amount includes an amount of Rs. 60.27 Lakhs (on standalone basis) and Rs. 1,578.18 Lakhs |
The management of the company hereby clarifies that as the company has an ongoing
dispute with the said bank; it has not made payments to the said bank. However, the
management has assured to resolve the dispute and clear all the pending payments at the
earliest. |
|
(Previous Year Rs. 1,929.93 Lakhs) which represent the Term loan from Banks and
NBFCs. Such amount includes an amount of Rs. 60.27 Lakhs (on consolidated basis), being
GECL loan from Deutsche Bank for which the company has not made any repayment. |
The Secretarial Auditors have notified certain comments in their Secretarial Audit
Report for F.Y. 2023-24 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, 2024:
17. POLICIES
A. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
In compliance with Section 177 of the Companies Act, 2013and 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
he 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 investor's 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) Executive Director, one (1) Non-Executive Director and two (2)
Independent Directors (Non-Executive).
The company has an executive chairman and the number of non-executive/independent
directors is 50% of the total number of directors. The Company, therefore, meets with the
requirements relating to the composition of the Board of Directors.
Thus, the composition and category of Directors & KMP 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) |
|
Mr. Yatin Hasmukhlal Doshi |
|
(Executive Director) |
| 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 5th September, 2023 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, seven (7) 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 three (3) Extraordinary General Meeting of members which is as detailed
below:
| SR. NO. |
PARTICULARS |
| 1. |
Extraordinary General Meeting dated 14th April, 2023 |
| 2. |
Extraordinary General Meeting dated 7th August, 2023 |
| 3. |
Extraordinary General Meeting dated 8th June, 2024 |
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: -
| SR. NO. NAME |
CATEGORY |
DESIGNATION |
| 1) Ms. Nidhi Jain |
Independent Director |
Chairman |
| 2) Ms. Harshita Singhal |
Independent Director |
Member |
| 3) Mr. Manojkumar Choukhany |
Managing Director |
Member |
Four (4) Audit Committee meetings were held during the financial year 2023-24.
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-
| SR. NO. NAME |
CATEGORY |
DESIGNATION |
| 1) Mr. Manish Agarwal |
Non-Executive Director |
Chairman |
| 2) Ms. Nidhi Jain |
Independent Director |
Member |
| 3) Mr. Manojkumar Choukhany |
Managing Director |
Member |
Three (3) meetings were held for the Committee during the financial year 2023-24.
Moreover, the Company Secretary acts as the Secretary of the Committee. There is no
outstanding complaint as on 31st March, 2024.
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-
| SR. NO. NAME |
CATEGORY |
DESIGNATION |
| 1) Ms. Nidhi Jain |
Independent Director |
Chairman |
| 2) Mr. Manish Agarwal |
Non-Executive Director |
Member |
| 3) Ms. Harshita Singhal |
Independent Director |
Member |
Three (3) Nomination and Remuneration Committee meetings were held during the financial
year 2023-24. 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, 2024.
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 31st March, 2024 were
Rs.10,52,000/- Cash and Cash Equivalents on Consolidated basis as at 31st
March, 2024 were Rs. 19,51,000/-
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, 2024.
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 two subsidiary companies during the year under review; namely Goblin
France SARL and Goblin Industries (India) Private Limited but does not have any Joint
Venture or Associate Companies. The Report on the performance and financial position of
subsidiaries 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 Company's 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 31st March, 2024 except for
litigations filed with statutory authorities as stated in the Audit report for FY 2023-24.
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 Board's Report describing the company's 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: 4th September, 2024 |
Chairman & Managing Director |
|
DIN: 02313049 |