TO THE MEMBERS
The Board of Directors of your Company take pleasure in presenting the 23RD (TwentyThird) Board's report on business and operations of the Company together with the AuditedStandalone Financial Statements and the Auditor's Report thereon for the financial yearended March 31 2017.
(i) FINANCIAL REVIEW:-
The Company's financial performance for the financial year ended March 31 2017 issummarized as below:
| || ||(RS IN LAKHS) |
|Particulars ||2016-2017 ||2015-2016 |
|Revenue from operations ||3814.22 ||46.68 |
|Other income ||42.02 ||9.15 |
|TOTAL REVENUE ||3856.24 ||55.82 |
|Expenditure including financial cost and depreciation ||3631.60 ||41.31 |
|PROFIT/(LOSS) BEFORE EXCEPTIONAL ITEMS ||224.63 ||14.51 |
|Exceptional Items || ||7.50 |
|PROFIT/(LOSS) BEFORE TAX ||224.64 ||22.01 |
|TAX: || || |
|(i) Current tax ||55.00 ||4.46 |
|(ii) Deferred tax charge/(Credit) ||7.66 ||(0.17) |
|(iii) MAT Credit entitlement ||(3.00) ||(1.45) |
|PROFIT/(LOSS) AFTER TAX ||164.98 ||19.17 |
(ii) REVIEW OF OPERATION :-
During the year under review company's revenue from operations on a Standalone basiswas Rs 3814.22 Lakhs. Your Company has earned a profit of Rs 164.98 Lakhs as compared toRs 19.17 Lakhs for the previous financial year.
(iii) CORPORATE RESTRUCTURING :-
Your Company had been looking forward for various opportunities and avenues forexpanding its business activities. During the year under review the Company has enteredinto a Business Transfer and Share Subscription Agreement (BTA) dated November 07 2016with Generic Engineering and Construction Private Limited (GECPL) for BusinessAcquisition. The same was approved by the Board of Directors in their meeting held onNovember 07 2016 and by Shareholders in Company's Extra-ordinary General Meeting held onDecember 07 2016.
(iv) VOLUNTARY OPEN OFFER BY GENERIC ENGINEERING AND CONSTRUCTION PRIVATE LIMITEDAND MANISH RAVILAL PATEL :-
During the year under review Generic Engineering and Construction Private Limited("Acquirer I") and Manish Ravilal Patel ("Acquirer II")had announced a voluntary Open offer to the Shareholders of Generic EngineeringConstruction and Projects Limited under Regulation 6 of the SEBI (SAST) Regulations 2011to acquire 4287972 equity shares representing 26.22% of the total paid-up Share capitalof the Company at a price of Rs 37/- (Rupees thirty-seven only) per share.
The offer was made by Generic Engineering and Construction Private Limited and ManishRavilal Patel along with Mrs Nayana Ravilal Patel Mrs Hemlata Manish Patel Mrs RanjanDinesh Patel Mrs Trupti Mitul Patel and Ms Krupa Manish Patel in their capacity as"Persons acting in Concert" with the acquirers.
The Tender period under the offer was from December 30 2016 to January 12 2017. TheAcquirers received NIL shares during the open offer period from the existing shareholdersof the Company.
(v) SHARE CAPITAL :-
During the year under review your Company has undergone Capital restructuring. Thedetails of the same are mentioned hereunder:
1. Increase in Authorized Share Capital:
The Share Capital Clause V of the Memorandum of Association of the Company has beenaltered by availing approval from the Shareholders in their Extra-Ordinary General Meetingdated December 07 2016. During the year the Company has increased the Authorized ShareCapital from Rs.5 2500000/- (Rupees Five Crores Twenty Five Lakhs only) to Rs.180000000/- (Rupees Eighteen Crores only).
2. Allotment of Equity Shares:
The Board of Directors of the Company on December 22 2016 issued and allotted11255800 (One Crore Twelve Lakh Fifty Five Thousand Eight Hundred) equity shares(8391800 Equity Shares for consideration other than cash and 2864000 Equity Shares forconsideration in Cash) at face value of Rs 10/- (Rupees Ten only) per Equity Shares at aprice of Rs 37/- (Rs 27/- being the premium).
The shares as aforesaid have been duly listed and permitted for trading on StockExchange effective February 15 2017. The said shares are Locked-In upto February 282018.
(vi) LISTING OF SHARES :-
Your Company's shares are listed on BSE Ltd effective September 2015. The annuallisting fees for the financial year 2017-18 to BSE has been paid.
(vii) DIVIDEND :-
The Board of Directors are pleased to recommend a final dividend of Rs 0.10/- perEquity Share of Rs 10/- each for the current financial year 2016-17. The distribution ofdividend will result in pay-out of an amount aggregating to Rs 1635620/- excluding taxon dividend. The Dividend pay-out is subject to approval of shareholders' at the ensuingAnnual General Meeting. The company proposes not to carry any amount to reserves for thefinancial year 2016-17.
(viii) DEPOSITS :-
Your Company has not during the year under review accepted any deposit within themeaning of Section 73 of the Companies Act 2013.
(ix) MANAGEMENT DISCUSSION AND ANALYSIS REPORT :-
Management Discussion and Analysis Report for the year under review giving detailedanalysis of Company's operations as stipulated under Regulation 34 of SEBI (LODR)Regulations is presented in a separate section forming part of the Annual Report.
(x) CORPORATE GOVERNANCE :-
Your Company always places a major thrust on managing its affairs with diligencetransparency responsibility and accountability thereby upholding the important dictumthat an Organization's corporate governance philosophy is directly linked to highperformance. The Company understands and respects its fiduciary role and responsibilitytowards its stakeholders and society at large and strives to serve their interestsresulting in creation of value for all its stakeholders.
In terms of Regulation 34 of SEBI (LODR) Regulations a separate section on CorporateGovernance with a detailed report on Corporate Governance (Annexure V) and a certificatefrom Ms Dipika Biyani (Annexure IV) the Secretarial Auditor of the Company certifyingcompliance of conditions of Corporate Governance forms part of this Annual Report. TheReport on Corporate Governance also contains certain disclosures as required under theCompanies Act 2013.
(xi) GOING CONCERN STATUS :-
There were no significant or material orders passed by the regulators or courts ortribunals' impacting the Company's going concern status and/or its future operations.
(xii) EVALUATION OF BOARD PERFORMANCE :-
As per the provisions of Sections 134(3) 149(8) and Schedule IV of Companies Act 2013read with SEBI (LODR) Regulations Annual Performance Evaluation of the each Board membersindividually including each of the Independent Directors as well as the working of theBoard committees has been carried out. A brief statement on methodology adopted appears inthe report on Corporate Governance (Annexure V).
Details of the evaluation mechanism are provided in the Corporate Governance Report.The policy can also be accessed at www.gecpl.com
(xiii) BOARD MEETINGS :-
During the year under review 7 (Seven) meetings of the Board of Directors were held on30th May 2016; 13th August 2016; 07th November 2016; 14th November 2016; 22nd December2016; 14th February 2017 and 27th February 2017.
In addition to this a meeting of Independent Directors was convened and held duringthe year. The details of the meetings of the Board including that of its Committees andIndependent Directors' meeting are given in the Report on Corporate Governance section(Annexure V) forming part of this Annual Report.
(xiv) COMPOSITION OF AUDIT COMMITTEE :-
The Board has constituted the Audit Committee which comprises Mr Jaymin Piyush Modi asthe Chairman; Mr Rajesh Ladhad and Mr Tarak Bipinchandra Gor as the Members. The Board ofDirectors has accepted all the recommendations given by Audit Committee during the yearunder review. Further details on the Audit Committee and other Committees of the Board aregiven in the Corporate Governance Report (Annexure V) which forms a part of this Report.
(xv) DIRECTORS AND KEY MANAGERIAL PERSONNEL :-
Changes in composition Directors and Key Managerial Personnel
The appointment and remuneration of Directors is governed by the Nomination andRemuneration Policy of the Company which also contains the criteria for determiningqualifications positive attributes and independence of Directors. The Policy aims atattracting and retaining high caliber personnel from diverse educational fields and withvaried experience to serve on the Board for guiding the Management team to enhanceorganizational performance.
The Company's Board comprises of 7 (Seven) Members.
Mr Manish Ravilal Patel (DIN: 00195878) was appointed as an Additional Director as wellas the Managing Director and Mr Tarak Bipinchandra Gor (DIN: 01550237) was appointed as anAdditional Director as well as the Whole-time Director of the Company on February 272017 subject to approval of the members. As per Section 161 of the Companies Act 2013 anAdditional Director holds office upto the date of the ensuing Annual General Meeting (AGM)and is eligible to be appointed as a Director of the Company. The resolution seeking MrManish Ravilal Patel and Mr Tarak Bipinchandra Gor's appointment as Managing Director andWhole-time Director (CFO) respectively has been included in the Notice of the AnnualGeneral Meeting (AGM) together with their brief details.
During the year under review Mr Rajesh Khatavji Ladhad (DIN: 05241238) was appointedas an Additional Non-executive Independent Director on February 27 2017 and is proposedto be appointed as Non-Executive Independent Director of the Company whose office is notliable to retire by rotation at the ensuing AGM.
Ms Trupti Mitul Patel (DIN: 07822208) was appointed as an Additional Non-ExecutiveDirector on 29th May 2017. As per Section 161 of the Companies Act 2013 an AdditionalDirector holds office upto the date of the ensuing Annual General Meeting (AGM) and iseligible to be appointed as a Director of the Company. The resolution seeking appointmentof Ms Trupti Mitul Patel as Non-Executive Director has been included in the Notice of theAnnual General Meeting (AGM) together with her brief details.
Mr Jaymin Piyush Modi (DIN: 07352950) and Ms Sheetal Bhavin Nagda (DIN: 07179841) areappointed as Independent Directors of the Company for the period of 5 (five) years whoseoffices are not liable to retire by rotation.
During the year under review Mr Jayesh Sheshmal Rawal (DIN: 00464313) was appointed asan Additional Executive Director w.e.f August 11 2017 holds office upto the date of theensuing Annual General Meeting (AGM) and is eligible to be appointed as a Director of theCompany. The resolution seeking appointment of Mr Jayesh Rawal as Executive Director hasbeen included in the Notice of the Annual General Meeting (AGM) together with his briefdetails.
During the year under review Ms Ami Shah has been appointed as Company Secretary ofthe Company with effect from 1st November 2016 in place of Ms Richa Dalwani who ceased tobe the Company Secretary on 31st October 2016.
The Directors are reputed professionals with diverse functional expertise industryexperience educational qualifications and gender mix relevant to fulfilling theCompany's objectives and strategic goals.
Mr Ravindra Mishra (DIN: 00051204) Mr Paresh Pathak (DIN: 00036076) and Mr DeepakMehta (DIN: 00046696) has during the year under review stepped down from Directorship ofthe Company with effect from 27th February 2017. The Board places on record itsgratitude and appreciation for Mr Ravindra Mishra Mr Paresh Pathak and Mr Deepak Mehta'sguidance and association to the company during their tenure as Directors.
Directors liable to retire by rotation
Since all your Directors are additional Directors or Independent Directors there is noDirector liable to retire by rotation in terms of Section 149 read alongwith Section 152of the Companies Act 2013 at the ensuing AGM.
Declaration by Independent Directors
The Company has received necessary declarations from all the Independent Directorsconfirming that they meet the criteria of independence as prescribed under the CompaniesAct 2012 and SEBI (LODR) Regulations 2015.
Familiarization Programme for the Independent Directors
In compliance with the requirements of SEBI (LODR) Regulations 2015 your company hasput in place a familiarization programmer for the Independent Directors to familiarizethem with their roles rights and responsibility as Directors the working of the Companynature of the industry in which the Company operates Business models etc. The details offamiliarization programme are explained in the Corporate Governance Report. The same isalso available on the website of the Company and can be accessed at www.gecpl.com
Key Managerial Personnel
Pursuant to provisions of Section 203 of the Act and the Rules made thereunderfollowing are the Key Managerial Personnel of your Company:
|1. Mr Manish Patel ||: Managing Director |
|2. Mr Tarak Gor ||: Whole-time Director |
|3. Ms Ami Shah ||: Company Secretary |
|4. Mr Deepak Ratilal Mehta* ||: Chief Financial Officer |
* Resigned w.e.f February 27 2017
(xvi) DIRECTORS' RESPONSIBILITY STATEMENT :-
Pursuant to provisions of Section 134(3) (c) and Section 134(5) of the Act yourDirectors state that:
1. in the preparation of the annual accounts for the financial year ended March 312017 the applicable accounting standards read with requirements set out under ScheduleIII to the Act have been followed along with proper explanation relating to materialdepartures;
2. the Directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2017 and of the profit ofthe Company for the year under review;
3. the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
4. the Directors have prepared the annual accounts for the financial year ended 31stMarch 2017 on a going concern' basis;
5. the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
6. the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
(xvii) RELATED PARTY TRANSACTIONS :-
In line with the requirements of the Act and Listing Regulations your Company hasformulated a policy on related party transactions which is also available on Company'swebsite at www.gecpl.com/. This policy deals with the review and approval of related partytransactions. The Board of Directors of the Company has approved the criteria for givingthe omnibus approval by the Audit Committee within the overall framework of the policy onrelated party transactions.
All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the Company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the Company at large. Information on transactions with related partiespursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts)Rules 2014 are given as Annexure II in Form AOC-2 and the same forms part of this report.None of the transactions with any related parties were in conflict with the Company'sinterest.
(xviii)SUBSIDIARIES AND JOINT VENTURES
Provisions of Section 129 (3) of the Companies Act 2013 is not applicable as theCompany has no Subsidiaries. During the year under review Generic Engineering andConstruction Private Limited became the holding Company by acquiring 51.31% stake pursuantto Business Transfer and Share Subscription Agreement (BTA) dated November 07 2016.
(xix) AUDITORS AND AUDITORS' REPORT :-
M/s Koshal & Associates Chartered Accountants have completed the tenure asStatutory Auditors of your Company. The Provisions regarding rotation of auditors asprescribed under the act are applicable to the Company. It was hence proposed toappoint M/s SDA & Associates (Firm Registration No. 120759W) as the Statutory Auditorsfor a period of 5 (five) years to hold office from the conclusion of the ensuing AGM tillthe conclusion of the AGM of the Company to be held for financial year 2021-22 subject toratification of their appointment at every AGM during the term of their office. M/s SDA& Associates have confirmed their eligibility under Section 141 of the Act and theRules framed thereunder for reappointment as Auditors of the Company. As required underRegulation 33 of the Listing Regulations the Auditors have also confirmed that they holda valid certificate issued by the Peer Review Board of the Institute of CharteredAccountants of India. The Board of Directors recommends their appointment to theshareholders.
M/s Koshal & Associates have over the past decade helped the Company managechange safeguard compliance and optimize the quality and efficiency of its accountingauditing taxation and compliance domains. The Board places on record its appreciation forthe services rendered by M/s Koshal & Associates as the Statutory Auditors of theCompany.
STATUTORY AUDITORS REPORT:
The Auditors' Report to the members on the Accounts of the Company for the financialyear ended March 31 2017 does not contain any qualification.
During the year under review your company has vide Board Resolution dated August 112017 appointed M/s ADG & Associates (Firm Registration No. 135527W) as InternalAuditors for the Financial Year 2017-18.
Board further also places on record its appreciation for services provided in pastdecade by Mr Ashvin Thumar Chartered Accountants who have ceased to be internal Auditorof the Company with immediate effect.
INTERNAL FINANCIAL CONTROLS
Your Company has in place adequate internal financial controls commensurate with thesize scale and complexity of its operations. During the year such controls were testedno reportable material weakness in the design or operation was observed.
The Company has appointed an external professional firm as Internal Auditor. TheInternal Audit of the Company is regularly carried out to review the internal controlsystems and processes. The internal audit reports along with implementation andrecommendations contained therein are periodically reviewed by the Audit Committee of theBoard.
SECRETARIAL AUDITOR AND AUDIT REPORT
Your Company has pursuant to Section 204 of the Companies Act 2013 appointed MsDipika Biyani Practicing Company Secretary as Secretarial Auditor vide Board Resolutiondated May 29 2017 to conduct the Secretarial Audit of the Company for the financial yearended March 31 2017. The Report of the Secretarial Auditor is annexed as Annexure IV tothis Report. The Secretarial Audit Report does not contain any qualification reservationor adverse remark.
(xx) CORPORATE SOCIAL RESPONSIBILITY
The provision of Section 135 of the Companies Act 2013 in respect of Corporate SocialResponsibility is not applicable to the Company as the net worth turnover and profitduring the financial year is less than the amount as stipulated. Accordingly no policy hasbeen framed by the Company on Corporate Social Responsibility and there is no reportingrequirement pursuant to provisions of Section 134 (3) (o) of the Companies Act 2013.
(xxi) ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has established a vigil mechanism and formulated the Whistle Blower Policy(WB) to deal with instances of fraud and mismanagement if any. The details of the WBPolicy are explained in the Corporate Governance Report and also posted on the website ofthe Company which can be accessed at www.gecpl.com.
(xxii) EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) of the Act and Rule 12(1) of the Companies Management andAdministration) Rules 2014 an extract of the Annual Return in Form MGT 9 is annexedherewith as Annexure I.
(xxiii) PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Act are given in the notes to the Financial Statements.
(xxiv)PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO
Your Company is not engaged in manufacturing activity the prescribed informationregarding compliance of rules relating to conversation of Energy and technology absorptionpursuant to Section 134 (3) (m) of the Companies Act 2013 read with rule 8(3) of theCompanies (Accounts) Rule 2014 is not provided.
Further the Foreign Exchange Earnings and outgo during the year under review is NIL.
(xxv) PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The statement of disclosure of remuneration under section 197(12) of the Act read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 are provided as Annexure III to this Report.
Having regard to the provisions of the first proviso to Section 136 (1) of the Act andas advised the Annual Report is being sent to the members excluding the aforesaidannexure. The said information is available for inspection at the registered office of theCompany during working hours and any member interested in obtaining such information maywrite to the Company Secretary or Registrar and Transfer Agent and the same will befurnished on request.
(xxvi) DISCLOSURE REGARDING PREVENTION OF SEXUAL HARASSMENT
Your Company is committed to maintaining a productive environment for all its employeesat various levels in the organization free of sexual harassment and discrimination on thebasis of gender. Your Company has adopted a policy on Prevention of Sexual Harassment inline with the requirements of the Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 and rules framed thereunder. The Company has alsoset up "Prevention of Sexual Harassment Committee" (the Committee) to redressthe Complaints received regarding sexual harassment which has formalized a free and fairenquiry process with clear timeline. During the year under review there was no complaintregistered about Sexual harassment.
(xxvii) DISCLOSURE UNDER SECTION 67 (3) (C) OF THE COMPANIES ACT 2013
No disclosure is required under section 67 (3) (c) of the Companies Act 2013 read withRule 16(4) of Companies (Share Capital and Debentures) Rules 2014 in respect of votingrights not exercised directly by the employees of the Company as the provisions of thesaid section are not applicable.
(xxviii) MATERIAL CHANGES AND COMMITMENTS
Change in name and main objects of Company
During the year under review your company has altered its main object of theMemorandum of Association of the Company pursuant to Business Transfer and ShareSubscription Agreement (BTA) dated November 07 2016 with Generic Engineering andConstruction Private Limited (GECPL). The following main objects replaced the existingmain objects:
"To carry on in India or elsewhere the business to undertake development andproject consultancy of infrastructure work on Design Build Operate and Transfer (DBOTBasis) Build Own Operate and Transfer (BOOT) basis Build Operate and Transfer (BOT)basis Build Own Lease and Transfer (BOLT) basis or otherwise as contracted with theCentral Government various State Governments Union Territories cantonments localauthorities grampanchayats autonomous bodies and other Government departments and todevelop run repair maintain decorate improve remodel operate manage build planestablish maintain buy sell construct or otherwise create infrastructures for publicconveniences such as roads bridges highways railways gas lines airports docksports jetties gardens public places buildings and other structures developmentsutilities electrification sanitations sub-ways play grounds play houses play roomsschools colleges hospitals and nursing home buildings shops malls multiplexesoffices crutches hostels family planning and other centers community centres baratghars hotel buildings parks post offices dispensaries telephone exchanges powerstations bus terminals depots ration and other fair price shops petrol pumps servicestations water works water ways and such other services as may be required. To carry outthe business of generation and trading of Transferable Development Rights financiersconcessionaries and merchants and to undertake and carry and execute all kinds offinancial commercial trading and other operations including financing constructionprojects building construction. To carry on the business of sourcing agents dealers inexporters and importers of all types of material used for construction and developmentactivity and other infra-structure raw materials semi-finished goods finishproducts."
The Objects should be in consonance with the name for which Board further recommendedto change the name of the Company from "Welplace Portfolio and Financial ConsultancyServices Limited" to "Generic Engineering Construction and ProjectsLimited."
Thereafter your company has availed approval from members by way of postal ballot onDecember 19 2016 for change in name and main objects of the Company.
Change in Registered office
During the year under review the registered office of the Company has been shiftedfrom 613/B Mangal Aarambh Near MC Donalds Korakendra Off S V Road Borivali (W)Mumbai 400092 to 201 & 202 Fitwell House 2nd Floor Opp Home Town LBS RoadVikhroli (West) Mumbai 400083 vide Board resolution dated February 27 2017.
(xxix) CHANGE OF COMPANY'S REGISTRAR AND SHARE TRANSFER AGENT
The Board of Directors in their meeting held on August 11 2017 has appointed SatelliteCorporate Services Private Limited as the new RTA in place of Adroit Corporate ServicesPrivate Limited.
Shareholders are requested to send the documents/correspondence relating to theCompany's securities and Share Transfer activity to the New RTA at following Address:
Satellite Corporate Services Private Limited
B 302 Sony Apt Opp St Jude's High School
90 Ft Road Jarimari Sakinaka Mumbai 400072
Tel: +91 22-28520461/28520462
(xxx) RISK MANAGEMENT
Risk Management framework enables identification and evaluation of business risks andopportunities seeks to create transparency minimize adverse impact on businessobjectives and enhance the Company's competitive advantage. The Company has adopted a RiskManagement Policy pursuant to Section 134 of Companies Act 2013. The Company has robustrisk management framework to safeguard to Organisation from various risk through adequateand timely actions. The elements of risk as identified for the Company are set out inManagement Discussion and Analysis Report forming the part of this Annual Report.
Your Directors would like to express their appreciation for the assistance andco-operation received from the financial institutions banks Government authoritiescustomers vendors and members during the year under review. Your Directors take on recordtheir deep sense of appreciation to the contributions made by the employees through theirhard work dedication competence support and co-operation towards the progress of yourCompany.
| ||For and on behalf of the Board of Directors || |
| ||For Generic Engineering Construction and Projects Limited || |
| ||(Formerly known as Welplace Portfolio and Financial Consultancy Services Limited) || |
| ||SD/- ||SD/- |
| ||Manish Ravilal Patel ||Tarak Bipinchandra Gor |
|Date:- 11/08/2017 ||Managing Director ||Whole-time Director |
|Place:- Mumbai ||DIN: 00195878 ||DIN: 01550237 |