You are here » Home » Companies » Company Overview » Generic Engineering Construction & Projects Ltd

Generic Engineering Construction & Projects Ltd.

BSE: 539407 Sector: Financials
NSE: N.A. ISIN Code: INE854S01014
BSE LIVE 09:18 | 25 Sep 152.80 4.40
(2.96%)
OPEN

148.45

HIGH

152.80

LOW

148.45

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 148.45
PREVIOUS CLOSE 148.40
VOLUME 1600
52-Week high 161.00
52-Week low 33.00
P/E 53.24
Mkt Cap.(Rs cr) 250
Buy Price 148.50
Buy Qty 100.00
Sell Price 153.25
Sell Qty 30.00
OPEN 148.45
CLOSE 148.40
VOLUME 1600
52-Week high 161.00
52-Week low 33.00
P/E 53.24
Mkt Cap.(Rs cr) 250
Buy Price 148.50
Buy Qty 100.00
Sell Price 153.25
Sell Qty 30.00

Generic Engineering Construction & Projects Ltd. (GENERICENGINEER) - Director Report

Company director report

To

The Members

Your Directors are please to present you the 22nd Annual Report of yourCompany together with the Audited Statement of Accounts for the year ended 31stMarch 2016

1.FINANCIAL RESULTS:

Financial Results For the Year ended 31st March 2016 For the Year ended 31st March 2015
(Amt in INR Rs.) (Amt in INR Rs.)
Income/ (Loss) 5582216/- 1759390/-
Less: Expenditure 4130818/- 1507674/-
Profit/ (Loss) before tax 1451399/- 251716/-
Less: Tax Expenses 284519/- 51820/-
Profit/ (Loss) after tax 1916880/- 199896/-

2.REVIEW OF OPERATION:

The Company has made a profit of Rs. 1916880/- during the Financial Year 2015-16 asagainst the profit of Rs. 199896/- made during the Financial Year 2014-15.

3.DIVIDEND:

Your Directors do not recommend any dividend for the year ended on 31stMarch 2016 with a view to conserve the resources for future.

4.FIXED DEPOSITS:

During the year under review the Company has not invited or accepted any FixedDeposits from the public.

5.DIRECTORS:

During the year under review Mr. Ravindra T. Mishra retire by rotation and beingeligible offers himself for reappointment at the ensuing Annual General meeting.

Pursuant to the provisions of section 203 of the Act the Key Managerial Personnel ofthe Company are -Mr. Ravindra T. Mishra Managing Director Chief Financial Officer- Mr.Deepak Mehta and Ms. Richa Dalwani Company Secretary.

The Board of Directors appointed Mr. Deepak Ratilal Mehta as Additional Directorat their meeting held on 12th February 2016. He holds office up to the date ofensuing Annual General Meeting and is eligible for appointment as a Executive Director.

The Board of Directors appointed Mr. Jaymin Piyushbhai Modi as AdditionalDirector at their meeting held on 12th February 2016. He holds office up tothe date of ensuing Annual General Meeting and is eligible for appointment as a Director.

The Board of Directors appointed Ms. Sheetal Bhavin Nagda as Additional Directorat their meeting held on 1st June 2016. She holds office up to the date ofensuing Annual General Meeting and is eligible for appointment as a Director.

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under section 149(6) of the Companies Act 2013.

6.DIRECTOR RESPONSIBILITY STATEMENT:

In term of provisions of Section 134 (5) of the Companies Act 2013 your Directorsconfirm that:

a) that in the preparation of the annual accounts for the financial year ended 31stMarch 2016 the applicable accounting standards had been followed along with properexplanation relating to material departures.

b) that the Directors has selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit or loss of the Company for the year review.

c) that the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities and

d) The Directors had prepared the accounts for the financial year ended 31st March2016 on a going concern basis.

e) The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

f) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

7. INTERNAL AUDITORS:

The Company has re- appointed Mr. Ashvin Thumar Chartered Accountants Mumbai asinternal auditor of the company for financial year 2016-17.

8. PARTICULARS OF EMPLOYEES:

Disclosure required under Section 197 of the Companies Act 2013 read with rule 5 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 asamended up to date is not applicable since your Company has no such employees.

9.NUMBER OF MEETINGS:

The Board has met Five (5) times during the Financial Year the details of which are asunder:

30th May 2015; 14th August 2015; 26th August 2015; 09th November 2015 and 12th February2016.

The intervening gap between any two meetings was within the period prescribed by theCompanies Act 2013.

10.BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anevaluation of its own performance the Directors individually as well as the evaluation ofthe working of its Audit Nomination & Remuneration Committees.

11.SUBSIDIARIES:

Provision of Section 129 (3) of the Companies Act 2013 is not applicable as theCompany has no subsidiaries.

12.MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review is presented in aseparate section forming the part of the Annual Report.

13.AUDITORS AND AUDITORS REPORT:

The Board put forward the ratification of M/s. Koshal & Associates CharteredAccountants as Statutory Auditors of the Company who was appointed in 21st Annual GeneralMeeting for shareholder’s ratification for the year 2016-17 who has also given theirconsent to act as a Statutory Auditor for the year 2016-17.

Necessary Resolution for ratification of their appointment has been proposed in theNotice of Annual General Meeting for the consideration of the Members of the Company.

The observations made by the Auditors in their Report read with the relevant notes asgiven in the Notes on Accounts for the year ended March 31 2016 are self-explanatory andtherefore do not call for any further comments as it does not contain any qualificationin the same.

14.AUDIT COMMITTEE STAKEHOLDER’S RELATIONSHIP COMMITTEE AND NOMINATION &REMUNERATION COMMITTEE:

During the F.Y 2015-16 Four (4) Audit Committee Meetings Four (4) StakeholderGrievance Committee Meetings and One (1) Nomination And Remuneration Committee Meetingwere held and the Composition as on 31.03.2016 is as below:

AUDIT COMMITTEE
Mr. Jaymin Modi Chairman & Independent Director
Mr. Paresh Pathak Member & Independent Director
Mr. Ravindra Mishra Member & Managing Director
STAKEHOLDER GRIEVANCE COMMITTEE
Mr. Jaymin Modi Chairman & Independent Director
Mr. Paresh Pathak Member & Independent Director
Mr. Ravindra Mishra Member & Managing Director
NOMINATION AND REMUNERATION COMMITTEE
Mr. Jaymin Modi Chairman & Independent Director
Mr. Paresh Pathak Member & Independent Director
Mr. Ravindra Mishra Member & Managing Director

15.CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act relating to Corporate SocialResponsibility are not applicable as the Company is having Net worth less than rupees FiveHundred Crore Turnover less than rupees One Thousand Crore and Net Profit less thanrupees Five Crore.

16.RELATED 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 A in Form AOC-2 and the same forms part of thisreport.

17.STATEMENTS OF PARTICULARS UNDER RULE 8(3) OF COMPANIES (ACCOUNTS) RULES 2014:

Information in accordance with the provisions of Section 134 (3)(m) of the Act readwith Rule 8(3) of the Companies(Accounts) Rules2014 regarding Conservation of EnergyTechnology Absorption and Foreign Exchange Earnings and Outgo is not applicable in case ofyour Company.

18.SECRETARIAL AUDIT REPORT:

As required under section 204 (1) of the Companies Act 2013 and Rules made thereunderthe Company has appointed Ms. Urmila Bohra Practicing Company Secretary as SecretarialAuditor of the Company for the financial Year 2015-16. The Secretarial Audit Report formspart of the Annual report as Annexure C to the Board’s Report.

The Company has not appointed Chief Financial Officer (KMP) during the year 2015-16 andis in process of appointing the same.

In the context of the above remark the Company hereby submits that it has appointedMr. Deepak Mehta as Chief Financial Officer w.e.f 13.08.2016.

19.EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:

Management of the company is making all efforts to put adequate systems and process inthe company commensurate with the size and operation of the company to monitor and ensurecompliance with applicable laws rules regulations and guidelines.

20.EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT-9 is annexedherewith as Annexure B to the Board Report.

21.CORPORATE GOVERNANCE:

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirement)Regulation 2015 report on Corporate Governance is not applicable as the Company is notfalling within the prescribed ambit as mentioned there in. The paid up Share Capital ofthe Company is 51004000/- (Five Crore Ten Lakhs Four Thousand Only) and Net worth is45292644/- (Four Crore Fifty Two Lakhs Ninety Two Thousand Six Hundred and Forty FourOnly).

22.PARTICULARS OF THE LOANS GUARANTEES OR INVESTMENT MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013:

Though the Section 186(2) makes restriction Section 186(3) empowers a Company to giveloan guarantee or provide any security or acquisition beyond the limit but subject toprior approval of members by a special resolution passed at a general meeting.

The Company in its 21st Annual General Meeting had obtained the approval of membersvide its special resolution No.8 and specified its limit.

Disclosure of particulars of loan guarantee given and security provided:

In pursuant to provisions of Section 186(4) of the Act it is duty of the Company todisclose in the Financial Statement the full particulars of the loan guarantee given andsecurity provided and its utilization which is disclosed in notes to Balance Sheet NoteNo.9.

23.IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The Company has formulated a policy and process for risk Management. The Company hasset up a core group of leadership team which identifies assesses the risks and thetrends exposure and potential impact analysis at different level and lays down theprocedure for minimization of risks. Risk Management forms an integral part of Managementpolicy and is an ongoing process integrated with the operations.

Company has identified various strategic operational and financial risks which mayimpact Company adversely. However management believes that the mitigation plans foridentified risks are in place and may not threaten the existence of the Company.

24.STOCK EXCHANGES:

The Company’s shares are listed on the following Stock Exchanges:

(i)The Ahmedabad Stock Exchange Limited (ASE Ltd.) (ii) Bombay Stock Exchange Limited(BSE Ltd.)

The shares of the Company i.e. 5100400 Equity Shares of Rs. 10/- got listed on BombayStock Exchange Limited (BSE Ltd) through Direct Listing route and got the Trading Approvalfrom BSE Ltd with effect from 21st October 2015.

25.WHISTLE BLOWER POLICY AND VIGIL MECHANISM:

Your Company recognizes the value of transparency and accountability in itsadministrative and management practices. The Company promotes the ethical behavior in allits business activities. The Company has adopted the Whistle blower Policy and VigilMechanism in view to provide a mechanism for the Directors and employees of the Company toapproach Audit Committee of the Company to report existing/probable violations of lawsrules regulations or unethical conduct.

26.DEMATERILISATION OF SHARES:

The Company has connectivity with NSDL & CDSL for dematerialization of its equityshares. The ISIN No. INE854S01014 has been allotted for the Company. 79.77% of theCompany’s Paid-up Share Capital is in dematerialized form as on 31st March 2016 andbalance 20.23% is in physical form.

Further the Company does not have any Equity shares lying in the Suspense Account.

27.ACKNOWLEDGEMENT:

Your Directors are pleased to place on the record their sincere gratitude to theGovernment Authorities and other Business Associates for their valued Co-operationextended of the Company during the year under review.

Place: Mumbai For and on behalf of the Board of Directors
Date: 13.08.2016 For Welplace Portfolio & Financial Consultancy Services Limited
Sd/- Sd/-
Mr. Ravindra Mishra Mr. Deepak Mehta
Director Director
DIN:00051204 DIN: 00046696

ANNEXURE A

FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014.

Form for Disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub section (1) of section 188 of theCompanies Act 2013 including certain arms length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arm’s lengthbasis.

SL. No. Particulars Details
Name (s) of the related party & nature of relationship NIL
Nature of contracts/arrangements/transaction NIL
Duration of the contracts/arrangements/transaction NIL
Salient terms of the contracts or arrangements or transaction including the value if any NIL
Justification for entering into such contracts or arrangements or transactions’ NIL
Date of approval by the Board NIL
Amount paid as advances if any NIL
Date on which the special resolution was passed in General meeting as required under first proviso to section 188 NIL

1. Details of contracts or arrangements or transactions at Arm’s lengthbasis.

No material contracts or arrangement or transactions at arm’s length basis.

Place: Mumbai For and on behalf of the Board of Directors
Date: 13.08.2016 For Welplace Portfolio & Financial Consultancy Services Limited
Sd/- Sd/-
Mr. Ravindra Mishra Mr. Deepak Mehta
Director Director
DIN:00051204 DIN: 00046696