TO THE MEMBERS
The Board of Directors of your Company take pleasure in presenting the 27th(Twenty-Seventh) Board's report on business and operations of the Company together withthe Audited Financial Statements and the Auditor's Report thereon for the financial yearended March 31 2021.
(i) FINANCIAL REVIEW: -
The Company's financial performance for the financial year ended March 31 2021 issummarized as below:
(Rs in Lakhs)
|PARTICULARS ||2020-2021 ||2019-2020 |
|Revenue from operations ||13073.62 ||20035.96 |
|Other Income ||116.77 ||87.18 |
|TOTAL REVENUE ||13190.39 ||20123.14 |
|Expenditure including financial cost and depreciation ||12768.20 ||18193.17 |
|PROFIT/(LOSS) BEFORE EXCEPTIONAL ITEMS ||422.18 ||1929.97 |
|Exceptional Items || || |
|PROFIT/(LOSS) BEFORE TAX ||422.18 ||1929.97 |
|TAX: || || |
|Current Tax ||165.00 ||425.00 |
|Deferred Tax charge/(credit) ||(21.07) ||51.36 |
|PROFIT/(LOSS) AFTER TAX ||278.25 ||1453.61 |
(ii) REVIEW OF OPERATION: -
The total revenue of the Company was Rs 13190.39 lakhs during the year as against Rs20123.14 lakhs in the previous year. The Company has reported net profit of Rs 278.25lakhs during year under review as against profit of Rs 1453.61 lakhs previous year.
During the period under review COVID -19 has caused significant disruptions to thebusinesses across India which also effected the working of the Company. The managementwill continue to closely monitor the challenges that may occur due to the second wave ofCOVID-19 on future economic conditions and assess its impact on the Company's operations.
(iii) SHARE CAPITAL: -
The Authorized Share Capital of your Company as on 31st March 2021 stood at Rs 23 Crsdivided into 46000000 Equity Shares of Rs 5/- each. The Issued and the Subscribed Sharecapital of the Company as on 31st March 2021 stood at 21.07 Crs divided into 42139306Equity Shares of Rs 5/- each.
(iv) LISTING OF SHARES: -
During the year 2020-21 your Company's has received approval for listing of equityshares of the Company on the NSE w.e.f. February 16 2021.
Currently your Company's shares are listed on BSE & NSE effective September 2015and February 2021 respectively. The annual listing fees for the financial year 2021-22 toBSE & NSE has been paid by the Company.
(v) DIVIDEND: -
The Board of Directors are pleased to recommend a final dividend of Rs 0.05/- perEquity Share of Rs 5/- each for the current financial year 2020-21. The Dividend pay-outis subject to approval of shareholders at the ensuing Annual General Meeting. The companyproposes not to carry any amount to reserves for the financial year 2020-21.
(vi) DEPOSITS: -
The company has neither accepted nor renewed any deposits under chapter V of theCompanies Act 2013. Also there are no deposits which remained unpaid or unclaimed as atthe end of the year. The question of default in repayment of deposits or payment ofinterest thereon did not arise during the year.
There are no deposits which are not in compliance with the requirements of chapter V ofthe Companies Act 2013.
(vii) 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.
(viii) 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 6) and a certificatefrom Mr Aditya Kelkar (Annexure 7) 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.
(ix) SECRETARIAL STANDARDS: -
The Company complies with the applicable Secretarial Standards issued by the instituteof the Company Secretaries of India.
(x) 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.
(xi) EVALUATION OF BOARD PERFORMANCE: -
In terms of requirements of the Companies Act 2013 read with the Rules issuedthereunder and SEBI (Listing Obligations and Disclosure Requirements) 2015 the Boardcarried out the annual performance evaluation of the Board of Directors as a wholeCommittees of the Board and individual Directors.
The parameters for performance evaluation of the Board include composition of theBoard process of appointment to the Board of Directors common understanding of the rolesand responsibilities of the Board members timelines for circulating board papers contentand the quality of information provided to the Board attention to the Company's long-termstrategic issues evaluating strategic risks overseeing and guiding acquisitions etc.
Some of the performance indicators for the Committees include understanding the termsof reference effectiveness of discussions at the Committee meetings information providedto the Committee to discharge its duties and performance of the Committee vis--vis itsresponsibilities.
Performance of individual Directors was evaluated based on parameters such asattendance at the meeting(s) contribution to Board deliberations engagement withcolleagues on the Board ability to guide the Company in key matters knowledge andunderstanding of relevant areas and responsibility towards stakeholders. All the Directorswere subject to self-evaluation and peer evaluation.
The performance of the Independent Directors was evaluated taking into account theabove factors as well as independent decision-making and non-conflict of interest.Further the evaluation process was based on the affirmation received from the IndependentDirectors that they met the independence criteria as required under the Companies Act2013 and Listing Regulations 2015.
Subsequent to the evaluation done in the financial year 2020-21 some action areas havebeen identified for the Board to engage itself with. These include review of yourCompany's goals strategy capability gaps competitive landscape technologicaldevelopments SWOT analysis etc. and also a thorough review of key issues facing theCompany. All these will be suitably dealt with by the Board. Details of the evaluationmechanism are provided in the Corporate Governance Report.
(xii) BOARD MEETINGS: -
During the year under review 6 (Six) meetings of the Board of Directors were held onJune 30 2020; July 28 2020; August 31 2020; October 20 2020; November 10 2020 andFebruary 13 2021.
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 6) forming part of this Annual Report.
(xiii) COMPOSITION OF AUDIT COMMITTEE: -
The Board has constituted the Audit Committee which comprises Ms Sheetal Nagda as theChairman; Mr Rajesh Ladhad and Mr Tarak Gor as the Members. The Board of Directors hasaccepted all the recommendations given by Audit Committee during the year under review.Further details on the Audit Committee change in composition of committee and otherCommittees of the Board are given in the Corporate Governance Report (Annexure 6) whichforms a part of this Report.
(xiv) DIRECTORS AND KEY MANAGERIAL PERSONNEL: -
The appointment and remuneration of Directors is governed by the Policy devised by theNomination and Remuneration Committee of your Company. The detailed Nomination andRemuneration Policy is contained in the Corporate Governance Section of the Annual Reportand the same is also available on the Company's website www.gecpl.com.
Presently Company comprises of 6 (Six) members on Board. Mr Manish Patel as theManaging Director Mr Tarak Gor as CFO & Executive Director Mr Jayesh Rawal asExecutive Director Mr Rajesh Ladhad Ms Sheetal Nagda & Mr Anurag Pathak as theIndependent Directors and Ms Ami Shah as the Company Secretary of the Company.
The Directors are reputed professionals with diverse functional expertise industryexperience educational qualifications and gender mix relevant to fulfilling theCompany's objectives and strategic goals.
Changes in composition of Directors and Key Managerial Personnel
The Board of the Directors of the Company have in their Board meeting held on August31 2020 re-appointed Mr Jayesh Rawal subject to approval of shareholders at the ensuingAnnual General Meeting as the Executive Director for a further tenure of 3 (Three) yearscommencing on and from 31st August 2020 till 30th August 2023.
The members of the Company have in their meeting held on December 22 2020 approvedvide Special Resolution reappointment of Mr Tarak Gor (DIN 01550237) Executive Directorand CFO and Mr Jayesh Rawal (DIN 00464313) Executive Director of the Company for a periodof 3 years commencing from February 11 2020 till February 10 2023 and August 31 2020till August 30 2023 respectively.
The Board of the Directors of the Company have in their Board meeting held on May 312021 re-appointed Ms Sheetal Bhavin Nagda (DIN:07179841) as an Independent Director forsecond term of 5 (five) years w.e.f 31/05/2021 subject to approval of the Shareholders atthe ensuing Annual General Meeting.
Mr Jaymin Modi (DIN: 07352950) Independent Director of the Company ceased to be theDirector of the Company due to personal reasons and pre-occupation with other commitmentswith effect from close of business hours of 12th February 2021 pursuant to thecompletion of his First tenure of 5 (five) years.
On cessation of Directorship of Mr Jaymin Modi (DIN: 07352950) Independent Director ofthe Company there was a vacancy created Board Composition which the Board of the Directorsare required to fill within a period of 3 months. However Company was unable to findsuitable candidature for filling of the said vacancy and there was delay appointing anIndependent Director to fill the vacancy. Pursuant to the same the composition of Boardwith reference to Regulation 17 of SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 was not in order since May 12 2021.
Ms Trupti Patel (DIN 07822208) Non-Executive Director resigned from the post ofDirectorship with effect from August 04 2021 due to personal reasons and pre-occupationwith other commitments.
On resignation of Ms Trupti Patel (DIN 07822208) Non-Executive Director thecomposition of Board effective August 04 2021 was in again compliance with terms ofRegulation 17 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.
There were no other changes in composition of the Board of Directors and Key ManagerialPersonnel.
Directors liable to retire by rotation
In accordance with the provisions of Section 152 of the Companies Act 2013 and theArticles of Association of the Company Mr Jayesh Rawal (DIN: 00464313) the ExecutiveDirector is liable to retire by rotation at the ensuing Annual General Meeting and beingeligible has tendered his willingness to be re-appointed. The Board recommends hisreappointment for the consideration of the Members of the Company at the ensuing AnnualGeneral Meeting. Brief profile of the retiring Director has been given in Annexure Aforming the part of Notice of the Annual General Meeting.
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 2013 and SEBI (LODR) Regulations 2015.
Familiarization Programme for the Independent Directors
Your Company has in place a structured induction and familiarization programme for itsDirectors. Upon appointment Directors receive a Letter of Appointment setting out indetail the terms of appointment duties responsibilities obligations Code of Conductfor Prevention of Insider Trading and Code of Conduct applicable to Directors and SeniorManagement Personnel. They are also updated on all business-related issues and newinitiatives. Regular presentations and updates on relevant statutory changes encompassingimportant laws are made and circulated to the Directors.
(xv) 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 312021 the applicable accounting standards read with requirements set out under ScheduleIII to the Act have been followed and there are no material departures from the same;
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 2021 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 2021 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.
(xvi) 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 http://www.gecpl.com/. This policy deals with the review and approval ofrelated party transactions. The Board of Directors of the Company has approved thecriteria for giving the omnibus approval by the Audit Committee within the overallframework of the policy on 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 1 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.
(xvii) SUBSIDIARIES AND JOINT VENTURES
The Board of Director of the Company have in their meeting held on February 13 2021approved the incorporation of a wholly owned Subsidiary Company named Generic CharteredResources Private Limited. The said Company was incorporated effective April 06 2021. The100% stake of the wholly owned Subsidiary Company were held by Generic EngineeringConstruction and Projects Limited and its nominee holders. Mr Manish Patel (ManagingDirector) and Mr Tarak Gor (Executive Director & CFO) were appointed as the FirstDirectors of wholly owned Subsidiary Company.
Due to certain circumstances the Board of Director of the Company later in theirmeeting held on May 31 2021 approved disposal/ Sale of 100% stake held by the Company inits Wholly Owned Subsidiary Company named Generic Chartered Resources Private Limited.Since the Company has disposed-off its 100% stake within a period of 3 months fromincorporation of wholly owned Subsidiary Company hence we are not submitting details inForm AOC-1 required pursuant to first proviso to sub-section (3) of section 129 read withrule 5 of Companies (Accounts) Rules 2014.
The Board of the Directors have entered into a Share Purchase Agreement dated June 282021 for sale/disposal of 100% Equity Shares held in Generic Chartered Resources PrivateLimited details of which are available on the Company's website i.e. www.gecpl.com andStock Exchange Website i.e. https://www.bseindia.com/ and https:// www.nseindia.com/.
The Company has a holding Company viz D Ravilal Resource Management Private Limited(Formerly known as Generic Engineering and Construction Private Limited) having a stake of49.80 % as on 31st March 2021.
(xviii)AUDITOR AND AUDITORS' REPORT: -
The members of the Company at 23rd Annual General Meeting held on 29th September 2017has approved the appointment of M/s SDA & Associates Chartered Accountants havingFRN.: 120759W as the Statutory Auditors of the Company for a term of five years. M/s SDA& Associates Chartered Accountants having FRN.: 120759W has tender their resignationas the Statutory Auditors of the Company expressing their inability due to constraint ofmanpower for the Audit due to COVID 19 Pandemic resulting in a casual vacancy in theoffice of the Auditors of the Company w.e.f. September 08 2020 as per section 139(8) ofthe Companies Act 2013.
In accordance with aforesaid provisions of the Act the casual vacancy caused by theresignation of the Statutory Auditors was filled by the Board on October 20 2020 byAppointment of the new Statutory Auditor I.e. M/s Bilimoria Mehta & Co CharteredAccountants (FRN 101490W).
Accordingly based on the recommendation of the Audit Committee and confirmationreceived from M/s Bilimoria Mehta & Co Chartered Accountants (FRN 101490W) the Boardof Directors appointed M/s Bilimoria Mehta & Co Chartered Accountants (FRN 101490W)as the Statutory Auditors of the Company:
a) To fill the casual vacancy caused by the resignation of M/s SDA & AssociatesChartered Accountants having FRN.: 120759W and to hold the office of the StatutoryAuditors upto the conclusion of this Annual General Meeting for FY
b) for a period of 5 (five) years from the conclusion of 26th Annual General Meetingtill the conclusion of 31st Annual General Meeting of the Company.
The Shareholders of the Company have provided their consent for said appointment of M/sBilimoria Mehta & Co Chartered Accountants (FRN 101490W) in their meeting held onDecember 22 2020.
STATUTORY AUDITORS REPORT:
The Auditors' Report to the members on the Accounts of the Company for the financialyear ended March 31 2021 does not contain any qualification.
Pursuant to the provisions of Section 138 of the Companies Act 2013 and rules madethereunder the Board has appointed M/s JDNG & Associates (Firm Registration No.104315W) as Internal Auditors.
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 testedand no 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 MrAditya Kelkar Practicing Company Secretary as Secretarial Auditor to conduct theSecretarial Audit of the Company for the financial year ended March 31 2021. The Reportof the Secretarial Auditor is annexed as Annexure 4 to this Report. The Secretarial AuditReport does not contain any qualification reservation or adverse remark.
In terms of provisions of Section 148 of the Act read with the Companies (Cost Recordsand Audit) Rules 2014 as amended from time to time the Board of Directors based on therecommendation of the Audit Committee has appointed M/s Ashish Deshmukh and Associates(Cost Accountant) as the Cost Auditor of the Company for conducting the Cost Audit forthe financial year 20-21. The Cost Auditor will submit his report for the FY 20-21 on orbefore the due date. As per the provisions of section 148 of the Act read with theCompanies (Audit and Auditors) Rules 2014 the remuneration to be payable to the CostAuditor is required to be ratified by the members hence the Board recommends theratification of remuneration payable to M/s Ashish Deshmukh and Associates for the FY21-22.
(xix) CORPORATE SOCIAL RESPONSIBILITY
In accordance with the provisions of Section 135 of the Act read with Companies(Corporate Social Responsibility Policy) Rules 2014 the Board of Directors of theCompany has constituted Corporate Social Responsibility (CSR) Committee. The currentcomposition of the Committee is:
|Sr No ||Name ||Designation ||Committee Position |
|1. ||Tarak Gor ||Executive Director ||Chairman |
|2. ||Jayesh Rawal ||Executive Director ||Member |
|3. ||Rajesh Ladhad ||Non-Executive-Independent Director ||Member |
The disclosures with respect to CSR activities are given in Annexure 2.
(xx) 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.
(xxi) EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act 2013copies of the Annual Returns of the Company prepared in accordance with Section 92(1) ofthe Companies Act 2013 read with Rule 11 of the Companies (Management and Administration)Rules 2014 are placed on the website of the Company and is accessible at Company'swebsite at www.gecpl.com.
(xxii) BUSINESS RESPONSIBILITY REPORT
SEBI has expanded the ambit of reporting on BRR to top 1000 companies. As on March 312021 your Company does not fall under top 1000 companies hence Business ResponsibilityReport is not applicable to the Company as on March 31 2021.
(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
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 during the year under review there were following foreign exchangetransactions:
1) Earnings: - NIL
2) Outgoing: - 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 3 to this Report.
The information as per the provisions of Section 197(12) of the Act read with Rule 5(2)and 5(3) of the Rules is provided in a separate annexure forming part of this Report.However the Annual Report is being sent to the Members of the Company excluding the saidannexure. In terms of Section 136 of the Act the said annexure is open for inspection atthe Registered Office of your Company. Any Member interested in obtaining a copy of thesaid statement may write to the Company Secretary of the Company 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) REPORTING OF FRAUDS BY AUDITORS
During the year under review there have been no instances of fraud reported byAuditors to the Audit Committee of the Board pursuant to Section 143(12) of the Act andrules made thereunder.
(xxix)MATERIAL CHANGES AND COMMITMENTS
Except as disclosed elsewhere in this report there have been no material changes andcommitments which can affect the financial position of the Company occurred between theend of the financial year of the Company and date of this report.
(xxx) REVISION IN CREDIT RATINGS
The Credit Rating of the Company as assigned by CARE Ratings Limited (CARE) vide letterdated May 25 2021 for Long Term Bank Facilities is CARE BBB-; Stable (Triple B Minus;Outlook) and Short Term Bank Facilities is CARE A3 (A Three).
(xxxi) 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 Organization 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
|Place:- Mumbai ||SD/- ||SD/- |
| ||Jayesh Rawal ||Tarak Gor |
|Date:- August 14 2021 ||Executive Director ||Executive Director & CFO |
| ||DIN: 00464313 ||DIN: 01550237 |