To,
Members,
Your Directors are pleased to present the Fourth Annual Report together with the Audited Statement of Accounts of GETALONG ENTERPRISE LIMITED ("the Company"] for the year ended 31st March, 2024.
FINANCIAL RESULTS
The Company's summarized standalone financial performance for the year under review along with previous year figures is given hereunder:
(Rs in Lakhs]
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 under review, there was no change if nature of business of the Company. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS
The total revenue during the financial year 2023-2024 stood at Rs. 220.32 Lacs.
Your Company has recorded a net loss of Rs. 189.97 Lacs and has reported Earnings Per Share of Rs. (9.95) during the financial year 2023-2024.
RESERVES
The Company has transferred a net loss of Rs. 189.97 Lacs to Reserves due to which the Reserves of the Company stood at Rs.799.19 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 2023-24 have been paid to the said Stock Exchange.
SHARE CAPITAL
The Authorised Share Capital of the Company as on 31st March, 2024 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, 2024 stood at Rs. 2,00,00,000/- (Rupees Two Crore Only] divided into 20,00,000 (Twenty Lac) Equity Shares of Rs. 10/- each as the Company had issued 1,71,600 equity shares on preferential basis to non-promoters for which shareholders approval was received in the 03rd Annual General Meeting held on 21st September, 2023 and allotment for which was done 07th October, 2023.
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 Company had made alteration in articles and issued 1,71,600 Equity Shares to non-promoters on preferential basis shareholders approval for which was received in the previous 03rd Annual General Meeting held on 21st September, 2023. Allotment for which was done as on 07th October, 2023.
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, 2024. During the year under review, following appointments have taken place:
1. Mrs. Harsha Vikram Jain (DIN: 01525327) was appointed as an Additional Director of the Company in capacity Executive Director in the Board Meeting held on 29th May, 2023 and was regularised as Director and appointed as Whole-Time Director of the Company for a period of 5 years in the 03rd Annual Meeting of the Company held as on 21st September, 2023.
2. 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 and was regularised as Independent Director in the previous 03rd Annual General Meeting held on 21st September, 2023.
Apart from these, None of Directors have been appointed or 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 Mrs. Sweety Rahul Jain who is Managing Director and Chief Financial Officer and Mrs. Harsha Vikram Jain Whole-time Director of the Company.
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.
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, 2024, Eight (08] Board Meetings were held as on 29.05.2023, 07.07.2023, 21.08.2023, 25.08.2023, 07.10.2023, 30.10.2023, 14.12.2023 and 01.02.2024.
Directors' attendance:
Details of General Meeting and Extra-Ordinary General Meeting held during F.Y. 2023-24:
The 03rd Annual General Meeting of the Company was held on 21st September, 2023. BOARD COMMITTEES
The Company constituted following Four Committees during the financial year 2023-24
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, Five (5] Audit Committee Meetings were held on 29.05.2023, 21.08.2023, 25.08.2023, 30.10.2023, 01.02.2024.
The constitution of the Audit committee as on 31stMarch, 2024 is as follows:
* 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, Three (3] Nomination and Remuneration Committee Meetings were held 29.05.2023, 21.08.2023 and 25.08.2023.
The constitution of the Nomination and Remuneration committee as on 31st March, 2024 is as follows:
** 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 Nomination and Remuneration 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] Stakeholders' Relationship Committee Meetings were held on 25.08.2023 and 30.10.2023.
The constitution of the Stakeholders' Relationship Committee as on 31st March, 2024 is as follows:
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 no subsidiaries, holding, joint ventures or associate company.
During the financial year under review, the Company sold all its shares held in M/s. Adrian Trading Private Limited as on 21st August, 2023 hence ceasing all the subsidiary of the Company.
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 2023-24.
CONSOLIDATION OF FINANCIAL STATEMENT
The Company ceased to have any of the subsidiaries and hence the Audited Consolidated Financial Statement and statement containing salient features of the financial statement of subsidiary in prescribed form AOC -1 is no longer required and hence not provided.
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-C to this Report.
(III) INTERNAL AUDITORS
M/s. Vinod Kumar S. Virpuriya & Co., Chartered Accountants were appointed as the Internal Auditors of the Company during the financial year 2023-24 in the Board of Directors meeting held on 29th May, 2023 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-D 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-E.
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 2023-24.
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.