To,
Members
Your Directors are pleased to present the Third Annual Report together with the Audited
Statement of Accounts of GETALONG ENTERPRISE LIMITED ("the Company"] for
the year ended 31st March, 2023.
FINANCIAL RESULTS
The Company's summarized standalone financial performance for the year under review
along with previous year figures is given hereunder:
f ? in Lakhsl
| PARTICULARS |
2022-23 |
2021-22 |
| Net Income / (Loss] from operations (I] |
91.00 |
3297.32 |
| Less: Expenses (II] |
41.79 |
3144.63 |
| Profit / (Loss) Before Exceptional & Extraordinary |
49.22 |
152.69 |
| Items and Tax (I-II) (III) |
|
|
| Less: a. Exceptional Items (IV] |
NIL |
NIL |
| b. Extraordinary Items (V] |
0.60 |
NIL |
| Profit / (Loss) Before Tax (III—V) (VI) |
48.62 |
152.69 |
| Less: Provision for Income Tax |
|
|
| a. Current tax (VII] |
12.14 |
40.48 |
| b. Deferred Tax Liability / Assets (VIII] |
2.44 |
(7.60] |
| c. Short/ (Excess] Provision of Earlier Year (IX] |
(0.03] |
7.98 |
| Total Tax Expenses (VII+VIII+IX) (X) |
14.55 |
40.87 |
| Profit / (Loss) for the period from continuing |
34.07 |
111.82 |
| operations (V-VI) (XI) |
|
|
| Profit/(Loss] from discontinuing operation (XII] |
32.71 |
NIL |
| Tax Expenses of discontinuing operation (XIII] |
8.23 |
NIL |
| Profit/(Loss) from discontinuing operation after tax |
24.48 |
NIL |
| (XII-XIII) (XIV) |
|
|
| Net Profit/ (Loss) for the period (XI + XIV) (XV) |
58.55 |
111.82 |
| Earnings per shares: |
|
|
| (1] Basic |
3.20 |
7.74 |
| (2] Diluted |
3.20 |
7.74 |
DIVIDEND
No dividend was declared for the current financial year due to conservation of profits
in the business.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
There were no instance of declaration of dividend and hence the provisions of Section
125(2] of the Companies Act, 2013 do not apply.
CHANGE IN NATURE OF BUSINESS
During the year, The Management of the Company decided to focus on the Consultancy
business as the main object in Getalong Enterprise Limited from its four
business verticals in their Second Annual General Meeting held as on 24th
September, 2022. Thus, the main object of the company was changed to consultancy in
the field of Direct and Indirect Taxes.
REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS
The revenue from standalone operations during the financial year 2022-2023 stood at Rs.
67.46 Lacs from consultancy in the field of Direct and Indirect Taxes.
Your Company has recorded a standalone net profit of Rs. 58.55 Lacs after
deducting extraordinary items, provision of current tax, profit and tax from discontinuing
operations and has reported standalone Earnings Per Share of Rs. 3.20 during the
financial year 2022-2023.
RESERVES
The Company has transferred a net profit of Rs. 58.55 Lacs to Reserves due to
which the Reserves of the Company stood at Rs.738.62 Lacs to Reserves during the
financial year under review.
LISTING OF SHARES
Equity shares of your Company were listed at the Bombay Stock Exchange of India Limited
on SME Platform dated 08th day of October, 2021. The listing fees for the
financial year 2022-23 have been paid to the said Stock Exchange.
SHARE CAPITAL
The Authorised Share Capital of the Company as on 31stMarch, 2023 stood at Rs.
2,00,00,000/- (Rupees Two Crore Only] divided into 20,00,000 (Twenty Lac) Equity
Shares of Rs. 10/- each.
The Paid-up Share Capital of the Company as on 31st March, 2023 stood at Rs.
1,82,84,000/- (Rupees One Crore Eighty-Two Lakhs Eighty-Four Thousand Only]
divided into 18,28,400 (Eighteen Lac Twenty-Eight Thousand Four Hundred) Equity
Shares of Rs. 10/- each.
DEMATERIALIZATION OF SHARES
100% Shareholding of the Company is in dematerialized form and the Company has entered
into Tripartite Agreement with NSDL and CDSL for providing demat facilities to its
shareholders Link Intime India Private Limited continue to be our Registrar and Share
Transfer Agent.
DEPOSITS
The Company has neither accepted nor renewed any deposits u/s 73 to 76 of the Companies
Act, 2013 and rules made thereunder during the year under review.
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
During the year under review, the main object of the Company was changed to
Consultancy in Financial Services in the Second Annual General Meeting held on 24th
September, 2022.
EXTRACT OF ANNUAL RETURN
The extracts of Annual Return in Form MGT-9 pursuant to the provisions of Section 92
read with Rule 12 of the Companies (Management and administration] Rules, 2014 is not
applicable to the Company from F.Y. 2022-23 pursuant to omission of the said Rule in the
Companies (Management and administration] Rules, 2014 notified on 05th March,
2021.
DIRECTORS AND KMPs
The Board is duly constituted as on 31st March, 2023. During the year under
review, none of Directors have been appointed in the Directorship of the Company. *
Mr. Nishit Madhukar Gandhi (DIN: 07089750] have resigned from the office of Director in
capacity of Independent Director of the Company during the year under review, with effect
from 30th May, 2022. None of Directors have resigned from the Directorship of
the Company.
In accordance with the provisions of the Companies Act, 2013 and the Articles of
Association of the Company, Ms. Payal Vikram Jain, Director (DIN: 07053882] of the Company
is liable to retire by rotation at the ensuing Annual General Meeting and being eligible,
offers herself for re-appointment.
The Directors have disclosed their interest in other entities arose, if any, during the
year to the board and the Board took note of the same for the record.
Further, none of our KMPs is forming part of related parties as per the Accounting
Standard 18 except Chief Financial Officer, Ms. Sweety Rahul Jain.
The Independent Directors of the Company have submitted the declaration of independence
pursuant to Section 149(7] of the Companies Act, 2013 stating that they meet the criteria
of independence as provided in the Companies Act, 2013.
* Mrs. Harsha Vikram Jain (DIN: 01525327) was appointed as an Additional Director in
capacity of Executive Director of the Company in the Board Meeting of the Company held as
on 29th May, 2023 and Ms. Yesha Bhupendra Hemani (DIN: 10264976) was appointed
as an Additional Director in capacity of Non-Executive, Independent Director of the
Company in the Board Meeting of the Company held as on 21st August, 2023. Both
these Directors were appointed on the Board of the Company after the end of the Financial
Year 31st March, 2023. Both the Directors appointment will be placed before the
shareholders for their approval, in the upcoming Annual General Meeting.
BOARD EVALUATION
In compliance with the provisions of the Companies Act, 2013 and other provisions, if
any, the Board has carried out an annual performance evaluation of its own performance,
the directors individually as well as the evaluation of the working of its Nomination
& Remuneration Committee and Shareholder's Grievance Committee.
NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The Board of Directors of the Company met at regular intervals to discuss about the
future action plans and to take business related decisions. The gap between 2 board
meetings was within the statutory limit set under the provisions of the Companies Act,
2013. Proper notices for holding the Board Meeting was given to the Directors so that they
are well prepared and well equipped for discussion the Meeting.
During the financial year ended 31st March, 2023, Ten (10] Board Meetings
were held as on 30.05.2022, 08.08.2022, 30.08.2022, 03.10.2022, 08.11.2022, 14.11.2022,
06.01.2023, 20.01.2023, 16.02.2023, 29.03.2023.
Directors' attendance:
| Sr. No. |
Name of Director |
Category of Director |
No. of Meetings Eligible to Attend |
No. of Meetings Attended |
Attendance in Last AGM |
| 1. |
Sweety Rahul Jain |
Managing Director |
10 |
10 |
Yes |
| 2. |
Payal Vikram Jain |
Non-Executive Director |
10 |
10 |
Yes |
| 3. |
Yash Bharat Mandlesha |
Independent Director |
10 |
4 |
Yes |
| 4. |
Mansi Harsh Dave |
Independent Director |
10 |
4 |
Yes |
Details of General Meeting and Extra-Ordinary General Meeting held during F.Y. 2022-23:
The 02nd Annual General Meeting of the Company was held on 24th
September, 2022. BOARD COMMITTEES
The Company constituted following Four Committees during the financial year 2022-23
a] Audit Committee;
b] Nomination and Remuneration Committee;
c] Stakeholder's Relationship Committee;
A. AUDIT COMMITTEE:
The Audit Committee was constituted by a resolution of our Board dated April 13, 2021.
It is in compliance with Section 177 of the Companies Act and Regulation 18 of the SEBI
Listing Regulations. During the year under review, Four (4] Audit Committee Meetings were
held on 30.05.2022, 30.08.2022, 14.11.2022 and 06.01.2023.
The constitution of the Audit committee as on 31stMarch, 2023 is as follows:
| Name of Director |
Position in the Committee |
Designation |
No. of Meetings Attended during F.Y. 2022-23 |
| Ms. Mansi Harsh Dave |
Chairman |
Independent Director |
4 |
| Ms. Sweety Rahul Jain |
Member |
Managing Director/CFO |
4 |
| *Mr. Yash Bharat Mandlesha |
Member |
Independent Director |
4 |
* The Audit Committee was re-constituted during the financial year 2023-24 in the
Board Meeting held on 21st August, 2023 where Mr. Yash Bharat Mandlesha was
replaced by Ms. Yesha Bhupendra Hemani who got appointed as (Additional Independent
Director) of the company. Thus, Ms. Yesha Bhupendra Hemani having (DIN:10264976) is
appointed as the new member of Audit Committee.
B. NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration committee was constituted by a resolution of our Board
dated April 13, 2021. The Nomination and Remuneration Committee is in compliance with
Section 178 of the Companies Act and Regulation 19 of the SEBI Listing Regulations. During
the year under review, Two (2] Nomination and Remuneration Committee Meetings were held
30.05.2022 and 06.01.2023.
The constitution of the Nomination and Remuneration committee as on 31stMarch,
2023 is as follows:
| Name of Director |
Position in the Committee |
Designation |
No. of Meetings Attended during F.Y. 2022-23 |
| Ms. Mansi Harsh Dave |
Chairman |
Independent Director |
2 |
| Mr. Yash Bharat Mandlesha |
Member |
Independent Director |
2 |
| **Ms. Payal Vikram Jain |
Member |
Non-Executive Director |
2 |
** The Nomination and Remuneration Committee was re-constituted during the financial
year 2023-24 in the Board Meeting held on 21st August, 2023 where Ms. Payal
Vikram Jain was replaced by Ms. Yesha Bhupendra Hemani who got appointed as (Additional
Independent Director) of the company. Thus, Ms. Yesha Bhupendra Hemani having (DIN:) is
appointed as the new member of Audit Committee.
C. STAKEHOLDERS' RELATIONSHIP COMMITTEE:
The Stakeholders' Relationship Committee was constituted by a resolution of our Board
dated April 13, 2021. The Stakeholders' Relationship Committee is in compliance with
Section 178 of the Companies Act and Regulation 20 of the SEBI Listing Regulations. During
the year under review, Two (2] Nomination and Remuneration Committee Meetings were held on
30.08.2022 and 06.01.2023.
The constitution of the Stakeholders' Relationship Committee as on 31stMarch,
2023 is as follows:
| Name of Director |
Position in the Committee |
Designation |
No. of Meetings Attended during F.Y. 2022-23 |
| Ms. Mansi Harsh Dave |
Chairman |
Independent Director |
2 |
| Ms. Sweety Rahul Jain |
Member |
Managing Director/CFO |
2 |
| Mr. Yash Bharat Mandlesha |
Member |
Independent Director |
2 |
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTOR(S) UNDER SECTION 149
The Independent Directors have submitted their declaration to the Board that they
fulfil all the requirements as stipulated in Section 149(6] of the Companies Act, 2013
read with rules framed thereunder.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
The particulars of Contracts or Arrangements made with related parties made pursuant to
Section 188 is furnished in Annexure A and is attached to this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to conservation of energy, technology, absorption and foreign
exchange earnings and outgo is attached as Annexure B to the Directors' Report.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company has one subsidiary company in which they hold 99% equity shares of the
company named:
1. # Adrian Trading Private Limited.
The Company had acquired 49,500 equity shares constituting to 99% equity shares of
another Company named M/s. Rutuja Textiles Private Limited, but sold all the 49,500
shares acquired in the same as on 29th March, 2023 to Mr. Ali Ahmed Qureshi
hence as on 31st March, 2023, there is only one subsidiary of the Company.
# The Company had acquired 49,500 equity shares constituting to 99% equity shares of
another Company named M/s. Adrian Trading Private Limited, but sold all the 49,500
shares acquired in the same as on 21st August, 2023 to Mr. Ali Ahmed Qureshi
hence as on 21st August, 2023 there no are subsidiary of the Company.
Both the subsidiaries were sold as the main object of the Company had changed to
consultancy and the Company no longer wished to deal into the sectors of subsidiary
company.
Apart from this there are no other subsidiaries or Holding Companies or Joint Venture /
Associate Companies.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES
ACT, 2013
The company has not given any loans or guarantees or investments covered under the
provisions of Section 186 of the Companies Act, 2013 during the Financial Year 2022-23.
CONSOLIDATION OF FINANCIAL STATEMENT
The Director also presented the Audited Consolidated Financial Statement incorporating
duly audited Financial statement of subsidiary and as prepared in compliance with the
Accounting Standards (AS 21). A Statement containing salient features of the financial
statement of subsidiary in accordance with the first proviso to sub-section of 129 read
with Rule 5 of the Companies (Accounts) Rules, 2014 in prescribed form AOC -1 is
annexed as Annexure C of this report.
EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR
DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTISING COMPANY SECRETARY IN THEIR REPORTS
There were no qualifications, reservations or adverse remarks made by the Statutory
Auditors in their report.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OFSECTION 143
OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRALGOVERNMENT
The Auditors have not reported any fraud(s) during the period under review.
DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL
RESPONSIBILITY INITIATIVES
Since the Criteria of Section 135 of the Companies Act, 2013 relating to constitution
of Corporate Social Responsibility Committee as well as framing CSR Policy and
implementation of Corporate Social Responsibility activities, is not governed by the
provisions of Section 135 of Companies Act, 2013, hence the Company is not required to
constitute a Corporate Social Responsibility Committee as well as to formulate policy on
corporate social responsibility.
DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5] of the Companies Act, 2013 the
Board hereby submits its responsibility Statement:
a] In the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
b] Appropriate 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] Proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
d] The annual accounts have been prepared on a going concern basis;
e] Proper Internal financial controls were in place and that the financial controls
were adequate and were operating effectively;
f] Proper systems have been devised to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
AUDITORS
(I) STATUTORY AUDITORS
M/s. A.Y. & COMPANY, Chartered Accountants, Mumbai having Firm Registration No.
020829C were appointed as Statutory Auditors to audit the accounts for the period
of 5 financial years commencing from financial year 2021-22 till the conclusion of Annual
General Meeting to be held in the year 2026 at the first Annual General Meeting and there
has been no changes in the same.
(II) SECRETARIAL AUDITORS
In terms of Section 204 of the Companies Act, 2013 and Rules made there under, M/s
K. Pratik & Associates, Practicing Company Secretary, have been appointed as a
Secretarial Auditors of the Company. The Secretarial Audit report of the Secretarial
Auditor is enclosed as Annexure D to this Report.
(III) INTERNAL AUDITORS
The Board of Directors in its meeting held on 29 th May, 2023 had appointed M/s.
Vinod Kumar S. Virpuriya & Co., Chartered Accountants as the internal auditors of
the Company for the financial year 2023-24 to conduct the internal audit of the various
areas of operations and records of the Company.
PARTICULARS OF EMPLOYEES
Disclosure 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 are provided in the Annual Report and is
marked as Annexure E to this Report.
Further during the year, no employees of the Company were in receipt of remuneration in
terms of the provisions of Section 197(12] of the Companies Act, 2013, read with Rules
5(2] of the Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for the financial year under review is
annexed as a part of this Annual Report as Annexure F.
RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM
The Company has established a well-defined process of risk management, wherein the
identification, analysis and assessment of the various risks, measuring of the probable
impact of such risks, formulation of risk mitigation strategy and implementation of the
same takes place in a structured manner. Though the various risks associated with the
business cannot be eliminated completely, all efforts are made to minimize the impact of
such risks on the operations of the Company. The Company on various activities also puts
necessary internal control systems in place across the board to ensure that business
operations are directedtowards attaining the stated organizational objectives with optimum
utilization of the resources.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators/Courts.
CORPORATE GOVERNANCE
Company is listed on BSE-SME. Hence, Corporate Governance Report is not applicable to
the company for financial year 2022-23.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has adopted Vigil Mechanism/Whistle Blower Policy in accordance with the
provisions of Section 177 of the Companies Act, 2013 read with Rule 7 of the Companies
(Meetings of Board and its Powers] Rules, 2014.
Under this policy, your Company encourages its employees to report any reporting of
fraudulent financial or other information to the stakeholders, and any conduct that
results in violation of the Company's code of business conduct, to the management (on an
anonymous basis, if employees so desire]. Further, your Company has prohibited
discrimination, retaliation or harassment of any kind against any employees who, based on
the employee's reasonable belief that such conduct or practice have occurred or are
occurring, reports that information or participates in the investigation. The Vigil
Mechanism/Whistle Blower Policy is being made available on the Company's website www.getalongenterprise.com.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with the Secretarial Standards on Meetings of the Board of
Directors and General Meetings issued by the Institute of Company Secretaries of India
(ICSI].
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013
As per the requirement of ('Act'] and rules made there under, your Company has proper
taken care for women to ensure healthy working environment without fear of prejudice,
gender bias and sexual harassment.
The Board states that there were no cases or complaints filed pursuant to the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal] Act, 2013.
ACKNOWLEDGEMENTS
Your Directors place on record their sincere thanks to bankers, business associates,
consultants, and various Government Authorities for their continued support extended to
your Companies activities during the year under review. Your Directors also acknowledges
gratefully the shareholders for their support and confidence reposed on your Company.
For and on Behalf of the Board of Directors of
|
GETALONG ENTERPRISE LIMITED |
| Date: 25th August, 2023 |
SD/- |
| Place: Mumbai |
SWEETY RAHUL JAIN MANAGING DIRECTOR |
|
DIN: 07193077 |
